<PAGE>   1
                                                                    EXHIBIT 10.1


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



                               U.S. $1,000,000,000


             364-DAY COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT


                                      Among


                       UNION PACIFIC RESOURCES GROUP INC.,
                                   as Borrower


                           CHASE BANK OF TEXAS, N.A.,
                             as Administrative Agent


                                       and


                             THE BANKS NAMED HEREIN,
                                    as Banks


                          Dated as of October 27, 1998

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


                             CHASE SECURITIES INC.,
                                   as Arranger



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


<PAGE>   2


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                           Page
                                                                           ----
       <S>             <C>                                                  <C>
                                    ARTICLE I                               
                                                                            
                        Definitions and Accounting Terms                    
                                                                            
         SECTION 1.01.  Certain Defined Terms................................1
         SECTION 1.02.  Computation of Time Periods.........................15
         SECTION 1.03.  Accounting Terms....................................15
         SECTION 1.04.  Number and Gender of Words..........................15
                                                                            
                                                                            
                                   ARTICLE II                               
                                                                            
                        Amounts and Terms of the Advances                   
                                                                            
         SECTION 2.01.  The Contract Advances...............................16
         SECTION 2.02.  Making the Contract Advances........................16
         SECTION 2.03.  The Competitive Advances............................18
         SECTION 2.04.  Conversion and Continuation of Contract             
                        Borrowings..........................................21
         SECTION 2.05.  Fees................................................23
         SECTION 2.06.  Reduction or Termination of the                     
                        Commitments.........................................23
         SECTION 2.07.  Repayment of Advances; Prepayment...................24
         SECTION 2.08.  Interest............................................25
         SECTION 2.09.  Alternate Rate of Interest..........................26
         SECTION 2.10.  Increased Costs; Increased Capital..................26
         SECTION 2.11.  Additional Interest on Eurodollar Rate           
                        Advances............................................28
         SECTION 2.12.  Change in Legality..................................28
         SECTION 2.13.  Payments and Computations...........................28
         SECTION 2.14.  Taxes on Payments...................................30
         SECTION 2.15.  Sharing of Payments, Etc............................32
         SECTION 2.16.  Removal of a Bank...................................33
                                                                            
                                                                            
                                   ARTICLE III                              
                                                                            
                              Conditions of Lending                         
                                                                            
         SECTION 3.01.  Conditions Precedent to Closing.....................34
         SECTION 3.02.  Conditions Precedent to Each Borrowing..............35
                                                                            
                                                                            
                                   ARTICLE IV                               
                                                                            
                        Representations and Warranties......................36
                                                                            
                                    ARTICLE V                               
                                                                            
                           Covenants of the Borrower
</TABLE>                                                                    
                                                                            

<PAGE>   3


                                                                   Contents p. 2



<TABLE>

       <S>              <C>                                                                                     <C>
         SECTION 5.01.  Affirmative Covenants....................................................................39
         SECTION 5.02.  Negative Covenants.......................................................................42


                                   ARTICLE VI

                                 Events of Default...............................................................49


                                   ARTICLE VII

                            The Administrative Agent

         SECTION 7.01.  Authorization and Action.................................................................52
         SECTION 7.02.  Administrative Agent's Reliance, Etc.....................................................52
         SECTION 7.03.  Administrative Agent and Affiliates......................................................53
         SECTION 7.04.  Bank Credit Decision.....................................................................53
         SECTION 7.05.  Indemnification..........................................................................54
         SECTION 7.06.  Successor Administrative Agent...........................................................54


                                  ARTICLE VIII

                                  Miscellaneous

         SECTION 8.01.  Amendments, Etc..........................................................................55
         SECTION 8.02.  Notices, Etc.............................................................................56
         SECTION 8.03.  No Waiver; Remedies......................................................................56
         SECTION 8.04.  Costs, Expenses and Taxes................................................................56
         SECTION 8.05.  Right of Set-off.........................................................................57
         SECTION 8.06.  Binding Effect...........................................................................58
         SECTION 8.07.  Assignments and Participations...........................................................58
         SECTION 8.08.  GOVERNING LAW............................................................................62
         SECTION 8.09.  Exceptions to Covenants..................................................................62
         SECTION 8.10.  Survival.................................................................................62
         SECTION 8.11.  Invalid Provisions.......................................................................62
         SECTION 8.12.  Maximum Rate.............................................................................63
         SECTION 8.13.  Execution in Counterparts................................................................63
         SECTION 8.14.  Not in Control...........................................................................63
         SECTION 8.15.  INDEMNIFICATION..........................................................................64
         SECTION 8.16.  ENTIRETY.................................................................................65
         SECTION 8.17.  WAIVER OF JURY TRIAL.....................................................................65
</TABLE>


<PAGE>   4


Exhibits
--------

Exhibit A-1       Form of Notice of Contract Borrowing
Exhibit A-2       Form of Notice of Competitive Borrowing
Exhibit A-3       Form of Notice of Competitive Bid Request
Exhibit A-4       Form of Competitive Bid
Exhibit A-5       Form of Competitive Bid Acceptance/Reject Letter
Exhibit B         Form of Assignment and Acceptance Agreement
Exhibit C-1       Form of Opinion of Borrower's Counsel
Exhibit C-2       Form of Opinion of Borrower's New York Counsel


Schedules
---------

Schedule I        Banks, Lending Offices and Commitments
Schedule II       Principal Subsidiaries
Schedule III      Existing Liens
Schedule IV       Letters of Credit
Schedule V        Outstanding Banker's Acceptances
Schedule VI       Specified Asset Sales


<PAGE>   5


                            This 364-DAY COMPETITIVE ADVANCE/ REVOLVING CREDIT
                       AGREEMENT is entered into as of October 27, 1998, among
                       UNION PACIFIC RESOURCES GROUP INC., a Utah corporation
                       (the "Borrower"), the Banks (as hereinafter defined), and
                       CHASE BANK OF TEXAS, N.A., as Administrative 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):

     "Administrative Agent" means Chase Bank of Texas, N.A. 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 Article IV(k) and Section 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 the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a Person
(whether through ownership of voting securities or other interests, by contract
or otherwise).

     "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 (a) the Maximum Rate and (b) the greatest of (i) the Prime Rate in
effect on such day, (ii) the Base CD Rate in effect on such day plus 1% and
(iii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For
purposes hereof, "Prime Rate" means 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 New York City (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" means 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" means,
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 through the public
information telephone line of the Federal Reserve Bank of New York (which rate
will, under the current practices of the 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" means, 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 

<PAGE>   6

                                                                               2

next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
(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) 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 Eurodollar Rate Contract Borrowing or of any Facility Fees, the
applicable percentage set forth in the table below for Eurodollar Rate Contract
Borrowings 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 MARGIN
                                         FOR EURODOLLAR
                                          RATE CONTRACT              APPLICABLE MARGIN                 DRAWN
             RATINGS                       BORROWINGS                FOR FACILITY FEES                 COST
------------------------------------------------------------------------------------------------------------
<S>                                    <C>                          <C>                         <C>  
            Category 1

Greater than or equal                         0.24%                        0.06%                       0.30%
to A-/A3
------------------------------------------------------------------------------------------------------------
            Category 2
                                              0.27%                        0.08%                       0.35%
BBB+/Baa1
------------------------------------------------------------------------------------------------------------
            Category 3
                                             0.375%                        0.10%                      0.475%
BBB/Baa2
------------------------------------------------------------------------------------------------------------
            Category 4
                                             0.375%                       0.125%                       0.50%
BBB-/Baa3
------------------------------------------------------------------------------------------------------------
            Category 5                        0.60%                        0.20%                       0.80%

Less than BBB-/Baa3
------------------------------------------------------------------------------------------------------------
</TABLE>

For purposes of the foregoing, (a) 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; (b) 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

<PAGE>   7
                                                                               3

available rating; (c) 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 (d) 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, 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 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.

     "Applicable Rate" means:

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

     (b) 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.

     "Banks" means the financial institutions named on Schedule I (as the same
may be amended from time to time by the 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.

     "Board" means the Board of Governors of the Federal Reserve System of the
United States of America or any successor thereto.

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

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which commercial banks in New York City or Dallas, Texas, are authorized or
required by law to remain closed; provided that, when used in connection with a
Eurodollar Rate Advance, the term "Business Day" shall also exclude any day on
which banks are not open for dealings in dollar deposits in the London interbank
market.

<PAGE>   8

                                                                               4

     "Closing Date" means the date upon which this Agreement is executed and
delivered and all conditions precedent specified in Section 3.01 have been
satisfied or waived.

     "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.

     "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 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 (a) indebtedness for borrowed money; (b) obligations evidenced
by bonds, debentures, notes or other similar instruments; (c) 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); (d) obligations as lessee under leases which
shall have been or should be, in accordance with generally accepted accounting
principles, recorded as capital leases; (e) obligations as account party under
all letters of credit, and without duplication, all drafts drawn and unpaid
thereunder (excluding contingent obligations under undrawn letters of credit
supporting or relating to any of the following: well reclamation costs,
automobile deductible and insurance programs, drilling deposits, security for
untendered shares, settlement agreements, development drilling programs,
insurance programs and obligations, environmental obligations, other security
deposits, obligations supported by those letters of credit described in Schedule
IV hereto, and other obligations of the same type as supported by such letters
of credit, provided that letters of credit excluded pursuant to this
parenthetical clause shall not at any time exceed US $70,000,000 in the
aggregate); (f) 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 (a) through (e) above;
and (g) 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 (i) 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 (ii) any obligations as account party under letters of
credit issued in connection with, or in lieu of, any obligations described in
the preceding clause (i) arising at any time after the date of this Agreement.
In no event shall Debt include guarantees by the Borrower of up to $200,000,000
of debt of OCI Wyoming.

     "Designated Subsidiaries" has the meaning specified in Section 5.02(b).

<PAGE>   9

                                                                               5


     "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 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
New York City, 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 of America with a maturity equal
to such Interest Period.

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

     "Eligible Assignee" means: (a) any of the following entities, if approved
(which approval shall not be unreasonably withheld) in writing by the Borrower
(if no Event of Default then exists) and Administrative Agent: (i) a commercial
bank or other financial institution organized under the laws of the United
States of America, 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 or other financial institution 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 or
financial institution is acting through a branch or agency located in the United
States of America, 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.

     "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 (a) the
Maximum Rate and (b) 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 

<PAGE>   10
                                                                               6

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 (a) in the case
of a Contract Advance, the first day of the Interest Period then applicable to
such Contract Advance and (b) in the case of a Competitive Advance, the date of
such Competitive Advance, under regulations issued from time to time by the
Board for determining the reserve requirement (including, without limitation,
any emergency, supplemental or other marginal reserve requirement) under
Regulation D, 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 Article VI.

     "Facility Fee" has the meaning given to such term in Section 2.05.

     "Federal Funds Effective Rate" has the meaning given to such term in the
definition of "Alternate Base Rate" in this Section 1.01.

     "Financial Officer" of any corporation shall mean the chief financial
officer, principal accounting officer, Treasurer, or Controller of such
corporation or such other person or persons designated by the Borrower in
writing to the Administrative Agent (such written designation shall include
name, title and an original specimen signature of each such person).

     "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.

     "Granting Bank" has the meaning specified in Section 8.07(l).

     "Index Debt" has the meaning specified in the definition of "Applicable
Margin" in Section 1.01.

     "Interest Period" means, (a) 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 

<PAGE>   11
                                                                               7

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 (b) for each Competitive Advance comprising part of
the same Competitive Borrowing, the period commencing on the date of such
Competitive Advance 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 (i) in the case of an Alternate Base Rate Advance, until the next
succeeding March 31, June 30, September 30 or December 31, and (ii) in the case
of a Eurodollar Rate Advance, 1, 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:

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

     (B) whenever the last day of any Interest Period would otherwise occur on a
   day other than a Business Day in each of New York City , Dallas, Texas, and
   London, the last day of such Interest Period shall be extended to occur on
   the next succeeding Business Day in all such cities; provided that 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 all such cities; and

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

     "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 or 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 sum of the Commitments at the time, or (b) after the expiry or
termination of the Commitments, hold at least 51% of the aggregate unpaid
principal amount of the Advances.

     "Margin Stock" has the meaning given such term under Regulation U.

     "Material Plan" means either (a) 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 (b) a Plan whose assets
have a market value in excess of $100,000,000.

     "Maturity Date" means October 26, 1999.

     "Maximum Amount" and "Maximum Rate" means, for each Bank, the maximum
non-usurious amount and the maximum nonusurious 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.

<PAGE>   12

                                                                               8

     "Net Proceeds" means, with respect to any event (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any non-cash proceeds, but only as and when received, (ii) in the case of a
casualty, insurance proceeds and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid by the Borrower and the
Subsidiaries to third parties (other than Affiliates) in connection with such
event, (ii) in the case of a sale or other disposition of an asset (including
pursuant to a casualty or condemnation), the amount of all payments required to
be made by the Borrower and the Subsidiaries as a result of such event to repay
Debt (other than Advances) secured by such asset or otherwise subject to
mandatory prepayment as a result of such event and (iii) the amount of all taxes
paid (or reasonably estimated to be payable) by the Borrower and the
Subsidiaries, and the amount of any reserves established by the Borrower and the
Subsidiaries to fund contingent liabilities reasonably estimated to be payable,
in each case during the year that such event occurred or the next succeeding
year and that are directly attributable to such event (as determined reasonably
and in good faith by the chief financial officer of the Borrower).

     "Norcen" means Norcen Energy Resources Limited, a Canadian corporation.

     "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, or
any successor entity thereto.

     "Other Credit Agreements" means (a) the 364-Day Competitive
Advance/Revolving Credit Facility Agreement in an initial aggregate principal
amount of US $750,000,000 dated as of October 27, 1998, among the Borrower,
certain subsidiaries of the Borrower, Chase Bank of Texas, N.A., as
administrative agent, and the banks party thereto and (b) the Five-Year
Competitive Advance/Revolving Credit Facility Agreement in an initial aggregate
principal amount of US $750,000,000 dated as of October 27, 1998, among the
Borrower, certain subsidiaries of the Borrower, Chase Bank of Texas, N.A., as
administrative agent, and the banks party thereto, in each case as amended from
time to time.

     "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.

     "Prepayment Amount" has the meaning specified in Section 2.06(c).

     "Prepayment Event" means the occurrence of any Specified Asset Sale.

<PAGE>   13

                                                                               9

     "Previous Credit Agreements" means (a) the Competitive Advance/Revolving
Credit Agreement, dated as of April 16, 1996 (as amended, extended, renewed or
restated from time to time), among the Borrower, Texas Commerce Bank National
Association, as administrative agent, The Chase Manhattan Bank (formerly
Chemical Bank), as auction administration agent, Bank of America NT&SA, as
documentation agent, NationsBank of Texas, N.A., as syndication agent and the
banks party thereto, (b) the 364 Day Competitive Advance/Revolving Credit
Agreement, dated as of November 25, 1997 (as amended, extended, renewed or
restated from time to time), among the Borrower, Chase Bank of Texas, N.A., as
administrative agent, The Chase Manhattan Bank, as auction administration agent,
Bank of America NT&SA, as documentation agent, NationsBank of Texas, N.A., as
syndication agent and the banks party thereto, (c) the 364 Day Competitive
Advance/Revolving Credit Agreement, dated as of March 2, 1998 (as amended,
renewed or restated from time to time) among the Borrower, The Chase Manhattan
Bank, as administrative agent, Bank of Montreal, as syndication agent and the
banks party thereto and (d) (i) the Canadian $200,000,000 Extendible Revolving
Term Credit Facility dated May 22, 1997 between the Canadian Imperial Bank of
Commerce, as lender and Norcen, as borrower, (ii) the Canadian $100,000,000
Amended and Restated Extendible Revolving Term Credit Facility dated May 29,
1997 between The Royal Bank of Canada, as lender and Norcen, as borrower, (iii)
the Canadian $100,000,000 Amended and Restated Extendible Revolving Term Credit
Facility dated May 29, 1997 between The Toronto-Dominion Bank, as lender and
Norcen, as borrower, (iv) the Canadian $50,000,000 Amended and Restated
Extendible Revolving Term Credit Facility dated June 9, 1997 between ABN AMRO
Bank Canada, as lender and Norcen, as borrower, and (v) the Canadian $50,000,000
Amended and Restated Extendible Revolving Term Credit Facility dated May 29,
1997 between the Union Bank of Switzerland (Canada), as lender and Norcen, as
borrower. Union Pacific Resources Inc., a Canadian corporation, is the successor
entity of Norcen.

     "Principal Property" means (a) 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 producing oil,
gas or minerals in commercial quantities, (b) any refinery, smelter, processing
or manufacturing plant owned or leased by the Borrower or any Subsidiary, (c)
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 any Subsidiary may be entitled as a result of its ownership of
any Principal Property, and (d) all real and personal assets owned or leased by
the 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 (i) any such real or personal assets related
thereto employed in transportation, distribution, or marketing or (ii) any
refinery, smelter, processing or manufacturing plant, or portion thereof, which
property described in clauses (i) or (ii) 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).

     "Regulation D" means Regulation D of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "Regulation U" means Regulation U of the Board as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

     "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, 

<PAGE>   14

                                                                              10

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.

     "SPC" has the meaning specified in Section 8.07(l).

     "Specified Asset Sale" means a sale of an asset listed on Schedule VI
attached hereto.

     "Subsidiary" of the Borrower 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 the Borrower, by the Borrower and one or more other Subsidiaries of the
Borrower, or by one or more other Subsidiaries of the Borrower.

     "Termination Date" means the earlier of October 26, 1999, or the date on
which the Commitments shall terminate in accordance with the terms of this
Agreement.

     "Termination Event" means (a) 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 (b) 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 (c) 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 (d) the institution of proceedings
to terminate a Plan by the PBGC, or (e) 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.

     "Transactions" means the execution, delivery and performance by the
Borrower of the Loan Papers, the borrowing of Advances and the use of the
proceeds thereof.

     "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 Alternate Base Rate and the Fixed Rate.

     "UPRCC" means UPR Capital Company, a Nova Scotia unlimited liability
company.

     "UPRCC Notes" means senior, unsecured notes of UPRCC in an aggregate
principal amount of up to US$400,000,000, which may be issued by UPRCC from time
to time, in one or more offerings.

     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.

<PAGE>   15

                                                                              11

     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
Closing 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 $5,000,000 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 11:00 a.m. (New York City time) on
the Business Day prior to the date of the proposed Borrowing; and (ii) in the
case of a Borrowing consisting of Eurodollar Rate Contract Advances, not later
than 11:00 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.

     (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, 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 

<PAGE>   16

                                                                              12

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 Closing 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 (A) in the case of a Borrowing
   consisting of Fixed Rate Competitive Advances, by not later than 10:00 a.m.
   (New York City time) on the 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 11:00 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
   $5,000,000 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 the date of
   such Borrowing, and, in the case of a Eurodollar Rate Competitive Borrowing,
   not later than 1, 2, 3 or 6 months after the date of such Borrowing, as the
   Borrower shall elect and, in any case, on or prior to the Termination Date)
   and (5) any other terms to be applicable to such Competitive Borrowing. The
   Administrative Agent shall in turn promptly deliver (by cable or telecopy) to
   each Bank a notice of competitive bid request (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 Administrative Agent (which shall give prompt notice thereof
   to the Borrower), (A) in the case of a Fixed Rate Competitive Borrowing, not
   later than 9:30 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

<PAGE>   17

                                                                              13

   Competitive Borrowing, not later than 9:30 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 the
   Administrative 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 no
   later than one quarter of an hour before the time specified herein for notice
   of offers by the other Banks. Each competitive bid shall be submitted by a
   Bank to the Administrative Agent on a competitive bid form (a "Competitive
   Bid"), substantially similar to Exhibit A-4. If any Bank shall fail to notify
   the Administrative 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
   Administrative Agent of its election to make an offer, but such telephonic
   notice has not been confirmed by telecopy to the Administrative Agent at or
   before the time specified herein for notice of offers, the Administrative
   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, not later than 10:30 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, not later than 10:30 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
        Administrative 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 Administrative Agent of the amount of each Competitive
        Advance (which amount shall be equal to or greater than $5,000,000, and
        equal to or less than the maximum amount offered by such Bank, notified
        to the Borrower by the Administrative 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 Administrative 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 $5,000,000 in excess thereof. Each such notice of competitive bid
        acceptance/rejection (a "Competitive Bid Accept/Reject Letter") from the
        Borrower shall be in a form substantially similar to Exhibit A-5.

     (iv) If the Borrower notifies the Administrative Agent that such
   Competitive Borrowing is canceled pursuant to paragraph (iii)(A) above, the
   Administrative 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 Administrative Agent
   shall in turn promptly notify 

<PAGE>   18
                                                                              14


        (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 Administrative Agent's understanding of the interest
        rate and any other terms applicable to each such Competitive Advance;
        the Administrative 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 Administrative 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 Administrative 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. (a) 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 into a Borrowing consisting of Alternate Base
Rate Advances, (ii) not later than 10:00 a.m. (New York City time), three
Business Days prior to conversion or continuation, to convert any Borrowing
consisting of Alternate Base Rate Advances into a Borrowing consisting of
Eurodollar Rate Contract Advances or to continue any Borrowing consisting of
Eurodollar Rate Contract Advances for an additional Interest Period and (iii)
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, subject in each case to the following:

     (i) 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;

     (ii) 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 in an amount of
   $10,000,000 or an integral multiple of $5,000,000 in excess thereof;

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

     (iv) if any Borrowing consisting of Eurodollar Rate Contract Advances is
   converted at a time other than at 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;

<PAGE>   19

                                                                              15

     (v) 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;

     (vi) any portion of a Borrowing consisting of Eurodollar Rate Contract
   Advances which cannot be converted into or continued as such by reason of
   clause (v) 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

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

     (b) Each notice pursuant to clause (a) of this Section 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 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, 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, the
Borrower shall be deemed to have selected an Interest Period of one month's
duration. The Administrative Agent shall advise the other Banks of any notice
given pursuant to this Section 2.04(b) 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(b) 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 repaid pursuant to the terms hereof), automatically be continued
into a new Interest Period as a Borrowing consisting of Alternate Base Rate
Advances.

     SECTION 2.05. Fees. (a) Facility Fees. Borrower shall pay to each Bank,
through the Administrative Agent, a facility fee (the "Facility Fee") on the
average daily amount of the Commitment of such Bank (whether used or unused)
(or, after such Bank's Commitment has terminated, on the outstanding principal
amount of Contract Advances made by such Bank) for the period from and including
the Closing Date up to, but excluding, the later of the Maturity Date and the
date of repayment of all outstanding Contract Advances, at a rate per annum
equal to the Applicable Margin for Facility Fees. Accrued Facility Fees shall be
payable in arrears, commencing on the last day of the calendar quarter in which
the Closing Date occurs, and thereafter, quarterly on the last day of each
March, June, September and December and on the Maturity Date; provided that any
Facility Fees accruing after the Termination Date shall be payable
contemporaneously with accrued interest on the Contract Advances on which such
Facility Fees have accrued.

     (b) Fees of Administrative Agent. Borrower shall pay to Administrative
Agent, solely for its own account, the fees described in the separate letter
agreement dated September 2, 1998, between Borrower and Administrative Agent on
the dates specified therein.

     SECTION 2.06. Reduction or Termination of the Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Termination Date.

     (b) The Borrower shall have the right, upon at least three 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 $5,000,000 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.


<PAGE>   20

                                                                              16

     (c) In the event and on each occasion prior to the Termination Date that
any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary
in respect of any Prepayment Event, the Commitments shall be reduced ratably and
Advances shall be prepaid in an aggregate amount equal to 75% of the Net
Proceeds so received (the "Prepayment Amount"). The Borrower shall notify the
Administrative Agent of any Net Proceeds received in respect of any Prepayment
Event immediately after such Net Proceeds are received. The Administrative Agent
shall promptly thereafter notify each Bank of the reduction in Commitments
resulting therefrom. Notwithstanding the foregoing, the Borrower shall not be
required to prepay Eurodollar Rate Advances to the extent that such prepayment
would result in the incurrence of breakage cost; provided, however, that the
Borrower shall (i) prepay such Eurodollar Advances at the end of their
respective interest periods and (ii) invest all funds not used to prepay
Eurodollar Rate Advances in order to avoid breakage cost as provided for in this
sentence in investments mutually agreed upon by the Borrower and the
Administrative Agent.

     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 11:00 a.m. (New York
City time) one Business Day prior to the day of the proposed prepayment, and
(ii) in the case of Eurodollar Rate Contract Advances, not later than 11:00 a.m.
(New York City time) on the third 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 $5,000,000 in excess thereof. 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.

     (d) On the date of any reduction or termination of the Commitments, the
Borrower shall pay or prepay so much of the Contract Advances as shall be
necessary in order that the aggregate principal amount of outstanding Advances
shall not exceed the Commitments after giving effect to such reduction. In the
event that, after giving effect to the prepayment of Contract Advances pursuant
to this paragraph, there remain outstanding Competitive Advances in a principal
amount greater than the Commitments, the Borrower shall not be required to
prepay such Competitive Advances unless Banks holding such Competitive Advances
request prepayment, in which event the Borrower shall prepay such Competitive
Advances; provided that the Borrower shall not be required to so prepay
Competitive Advances after the outstanding principal amount of Competitive
Advances has been reduced to the amount of the Commitments.

     (e) Any prepayment of Eurodollar Rate Contract Advances pursuant to any
paragraph of this Section shall be subject to the provisions of Section 8.04(b)
hereof.

     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:

<PAGE>   21
                                                                              17


     (a) 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 three months, on the last day of such three-month period,
   as the case may be.

     (b) 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 Competitive Bid
   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.

     (c) 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 (or
   the Eurodollar Rate in the case of any outstanding Eurodollar Rate Advances
   until the end of their respective Interest Periods) in effect from time to
   time.

     SECTION 2.09. Alternate Rate of Interest. If Banks having more than 66-2/3%
of the sum of the Commitments shall, at least one Business Day before the date
of any requested Borrowing (including any requested conversion or continuation
of any Borrowing), notify the Administrative Agent that the Eurodollar Rate for
any Eurodollar 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 (a) 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 (b) any request by
the Borrower for a Eurodollar Rate Contract 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 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 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 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; provided, however, that
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 

<PAGE>   22
                                                                              18


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 or assignment.

     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 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 (as used in this paragraph, a
"Notifying Bank") shall, at least three Business Days before the date of any
requested Borrowing consisting of Eurodollar 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
Notifying Bank or its Applicable Lending Office to perform its obligations
hereunder to make, fund or maintain Eurodollar Rate Advances hereunder, the
right of the Borrower to select Advances of such Type from such Notifying Bank
for such Borrowing or any subsequent Borrowing shall be suspended until such
Notifying Bank shall notify the Administrative Agent that the circumstances
causing such suspension no longer exist; provided that during the period when
such obligation of such Notifying Bank is suspended, any Borrowing 

<PAGE>   23

                                                                              19

consisting of Eurodollar Rate Advances shall not exceed the Commitments of the
other Banks less the aggregate amount of any Advances (including 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 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 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.

<PAGE>   24
                                                                              20


     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 (including any Withholding Taxes imposed or asserted on
or attributable to amounts payable under this Section) 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, in the case of a Bank
claiming exemption from U.S. Federal withholding tax under Section 871(h) or
881(c) of the Code with respect to payments of "portfolio interest", a Form W-8,
or any subsequent versions thereof or successors thereto (and, if such Bank
delivers a Form W-8, a certificate representing that such Bank is not a bank for
purposes of Section 881(c) of the Code, is not a 10-percent shareholder of the
Borrower (within the meaning of Section 871(h)(3)(B) of the Code) and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code)), 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. Each Bank which delivers to
the Borrower and the Administrative Agent such forms pursuant to the next
preceding sentence further undertakes to deliver to the Borrower and the
Administrative Agent two further copies of such forms, 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 

<PAGE>   25

                                                                              21

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"); 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 (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 

<PAGE>   26
                                                                              22

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; provided that no such Bank may be removed if it does not have a
Commitment at the time. 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 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 Closing. The obligations of the Banks
to make Advances hereunder shall not become effective until the date on which
each of the following conditions is satisfied (or waived in accordance with
Section 8.01):

     (a) The Administrative Agent (or its counsel) shall have received from each
   party hereto either (i) a counterpart of this Agreement signed on behalf of
   such party or (ii) written evidence satisfactory to the Administrative Agent
   (which may include telecopy transmission of a signed signature page of this
   Agreement) that such party has signed a counterpart of this Agreement.

     (b) The Administrative Agent shall have received a favorable written
   opinion (addressed to the Administrative Agent and the Banks and dated the
   Closing Date) of (i) Joseph A. LaSala, Jr., counsel for the Borrower,
   substantially in the form of Exhibit C-1 and (ii) Morgan Lewis & Bockius LLP,
   New York counsel for the Borrower, substantially in the form of Exhibit C-2,
   in each case covering such other matters relating to the Borrower, the Loan
   Papers or the Transactions as the Majority Banks shall reasonably request.
   The Borrower hereby requests such counsel to deliver such opinions.

     (c) The Administrative Agent shall have received such documents and
   certificates as the Administrative Agent or its counsel may reasonably
   request relating to the organization, existence and good standing of the
   Borrower, the authorization of the Transactions and any other legal matters
   relating to the Borrower, the Loan Papers or the Transactions, all in form
   and substance satisfactory to the Administrative Agent and its counsel.

     (d) The Administrative Agent shall have received a certificate, dated the
   Closing Date and signed by the President, a Vice President or a Financial
   Officer of the Borrower, confirming compliance with the conditions set forth
   in paragraphs (a) and (b) of Section 3.02.

<PAGE>   27

                                                                              23

     (e) The Administrative Agent shall have received all fees and other amounts
   due and payable on or prior to the Closing Date, including, to the extent
   invoiced, reimbursement or payment of all out-of-pocket expenses required to
   be reimbursed or paid by the Borrower hereunder.

     (f) All consents and approvals required to be obtained from any
   governmental authority or other Person in connection with the Transactions
   shall have been obtained, except to the extent that failure to obtain any
   such consent or approval, individually or in the aggregate, could not
   reasonably be expected to have a material adverse effect on the business,
   assets, operations, financial condition or prospects of the Borrower and its
   Subsidiaries, taken as a whole.

     (g) The Previous Credit Agreements shall have been terminated and all
   amounts outstanding thereunder shall have been or shall simultaneously be
   repaid (or in the case of banker's acceptances listed on Schedule V hereto,
   shall be deemed to have been issued under the Credit Agreement described in
   clause (b) of the definition of "Other Credit Agreements"), except that the
   Credit Agreement referred to in clause (d)(i) of the definition of Previous
   Credit Agreements shall be terminated and all amounts outstanding thereunder
   shall be repaid on or prior to December 1, 1998.

     (h) There shall not be any litigation, administrative proceedings or other
   legal or regulatory actions pending or threatened which individually or in
   the aggregate (i) prevent or impose materially adverse conditions upon any of
   the Transactions or (ii) could reasonably be expected to have a material
   adverse effect on the business, assets, operations, financial condition or
   prospects of the Borrower and its Subsidiaries, taken as a whole.

     (i) The consummation of the Transactions shall not (i) violate any
   applicable law, statute, rule or regulation or (ii) conflict with, or result
   in a default under, or any right to terminate or renegotiate, any material
   Debt or contract of the Borrower or any of its Subsidiaries.

     (j) The Other Credit Agreements shall have become or shall simultaneously
   become effective.

The Administrative Agent shall notify the Borrower and the Banks of the Closing
Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Banks to make Advances hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 8.01) at or prior to 3:00 p.m., New York City time, on
November 4, 1998 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

     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 Article IV (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

<PAGE>   28
                                                                              24


     (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

     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 Transactions 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 and the consummation by the Borrower of the Transactions,
   except such as have been duly obtained or made and are in full force and
   effect.

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

     (e) (i) The statement of consolidated financial position of the Borrower
   and its consolidated Subsidiaries as of December 31, 1997, 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.

     (ii) The statement of consolidated financial position of the Borrower and
   its consolidated Subsidiaries as of June 30, 1998, and the related statements
   of consolidated income and consolidated changes in common stockholders'
   equity of the Borrower and its consolidated Subsidiaries for the fiscal
   quarter 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 June 30, 1998, 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 the Transactions 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 Closing Date, 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.

<PAGE>   29

                                                                              25

     (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) will consist
   of or be represented by Margin Stock.

     (h) The Borrower is not engaged in the business of extending credit for the
   purpose of purchasing or carrying Margin Stock and no proceeds of any Advance
   will be used for any purpose which violates the provisions of the regulations
   of the 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 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 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, Borrower is Solvent. For purposes hereof, "Solvent" means, as
   to a Person, that (i) the aggregate fair market value of such Person's assets
   exceeds its liabilities (whether contingent, subordinated, unmatured,
   unliquidated, or otherwise), (ii) such Person has sufficient cash flow to
   enable it to pay its Debts as they mature, and (iii) 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.

     (k) Except as disclosed in public documents filed with the Securities and
   Exchange Commission or otherwise disclosed publicly on or prior to the
   Closing Date, 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 Borrower and the
   Principal Subsidiaries bears to the consolidated EBITDAX for the Borrower and
   its Subsidiaries is not less than 80%.

     (m) Any reprogramming required to permit the proper functioning, in and
   following the year 2000, of (i) the Borrower's and its Subsidiaries' computer
   systems and (ii) equipment containing embedded microchips (including systems
   and equipment supplied by others and the testing of all such systems and
   equipment, as so reprogrammed, will be completed by September 1, 1999. The
   cost to the Borrower and the Subsidiaries of such reprogramming and testing
   and of the reasonably foreseeable consequences of year 2000 to the Borrower
   and its Subsidiaries (including, without limitation, reprogramming errors)
   will not, taken as a whole, result in an Event of Defaults or a material
   adverse effect on the Borrower and its Subsidiaries taken as a whole. Except
   for such of the reprogramming referred to in 

<PAGE>   30

                                                                              26

   the preceding sentence as may be necessary, the computer and management
   information systems of the Borrower and its Subsidiaries are and, with
   ordinary course upgrading and maintenance, will continue for the term of this
   Agreement to be, sufficient to permit the Borrower and its Subsidiaries to
   conduct their respective businesses without material adverse effect on the
   Borrower and its Subsidiaries taken as a whole.


                                    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 (including
   the replacement of the Previous Credit Agreements) and to repurchase or
   refinance, from time to time, commercial paper issued by the Borrowers.

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.

<PAGE>   31

                                                                              27

     (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 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

     (vi) at any time the Borrower is not a publicly- reporting company, upon
   the request of Administrative 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, 

<PAGE>   32

                                                                              28


        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
   capital 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 para graph (i) any Lien upon
   capital stock or indebtedness of any corporation existing at the time such
   corporation becomes a Subsidiary, or existing upon capital stock or
   indebtedness of a Subsidiary at the time of acquisition of such capital 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 capital 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):

<PAGE>   33
                                                                              29


                           (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;

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

                           (G) any Liens securing Debt of the Borrower under the
                    Other Credit Agreements, so long as the Banks are granted
                    Liens of equal priority upon any property to which such
                    Liens under the Other Credit Agreements attach; and

                           (H) 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 (G), 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).

            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,
            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)(ii). For the purpose of this paragraph (ii), the following
            types of transactions shall not be deemed to create a Lien to secure
            any Debt:

<PAGE>   34

                                                                              30

                           (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"; and

                           (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) Permit Union Pacific Resources Inc., a Canadian corporation
and wholly owned Subsidiary of the Borrower, or any of its Subsidiaries
(collectively, the "Designated Subsidiaries") to incur any Debt which would
result in the aggregate principal amount of Debt (other than Debt to the
Borrower or any other Subsidiary) of all the Designated Subsidiaries, on a
consolidated basis, exceeding US$1,400,000,000; and

     (ii) permit any of its Subsidiaries (other than the Designated
Subsidiaries) to incur any Debt which would result in the aggregate principal
amount of Debt (other than (A) Debt to the Borrower or any other Subsidiary and
(B) Debt represented by the UPRCC Notes) of all Subsidiaries (other than the
Designated Subsidiaries), on a consolidated basis, exceeding US$150,000,000;
provided that in the event that the UPRCC Notes are issued, the Borrower shall
apply 75% of the Net Proceeds received by UPRCC from the issuance of the UPRCC
Notes to (x) permanently and ratably reduce the Commitments and/or (y) repay
Debt of the Designated Subsidiaries and reduce the amount of the maximum
permitted Debt of the Designated Subsidiaries as set forth in clause (i) of this
Section by an amount equal to such repayment.

     (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
     principal of, and interest on, the Advances made hereunder and any other
     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;

<PAGE>   35

                                                                              31

             (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 Debt 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 Consolidated EBITDAX. Permit the ratio
(calculated at the end of each fiscal quarter of the Borrower) that (i) the
aggregate amount of the consolidated Debt of Borrower and its consolidated
Subsidiaries bears to (ii) consolidated EBITDAX of the Borrower and its
consolidated Subsidiaries (for the period of four consecutive fiscal quarters
then ended) to be more than 3.25:1.00. For purposes of determining compliance
with this covenant with respect to four-quarter periods ended on or prior to
December 31, 1998, data of Norcen shall be included in the calculation of
consolidated EDITDAX of the Company and its consolidated Subsidiaries.

     (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

<PAGE>   36

                                                                              32

             (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 Closing Date,
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.

     (h) Principal Subsidiaries. Permit the combined EBITDAX of the Borrower and
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
income statement required to be delivered to the Banks pursuant to Section
5.01(b).


                                   ARTICLE VI

                                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) (i) the Borrower or any Principal Subsidiary shall fail to pay any
amount of principal or interest when due (or within any applicable grace period)
with respect to any Debt of the Borrower or any Principal Subsidiary, whether
such Debt now exists or shall hereafter be created, in an aggregate outstanding
principal amount exceeding $50,000,000 ("Material Debt") or (ii) 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 

<PAGE>   37

                                                                              33

exists or shall hereafter be created, shall happen and shall result in Material
Debt 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, or make any filing (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), (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;

     (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;
or

     (i) any "Event of Default" described in either of the Other Credit
Agreements shall occur;

then, and in any such event, the Administrative Agent

<PAGE>   38

                                                                              34

             (i) shall at the request, or may with the consent, of the 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 the Majority 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, or may with the consent, of the
     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.

     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;

<PAGE>   39

                                                                              35

             (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, Chase Bank of Texas, N.A. 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 Chase Bank of Texas, N.A. in its
individual capacity. Chase Bank of Texas, N.A. 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 Chase Bank of Texas, N.A. 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 Article IV 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 the
Administrative Agent, acting in its agency capacity, (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 the
Administrative Agent in any way relating to, or arising out of, this Agreement
or any action taken or omitted by the Administrative Agent under this Agreement;
provided that no Bank shall be liable to the Administrative Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the
Administrative 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 termination of the Commitments, according to the respective amounts of
their Commitments and (iii) 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 successor Administrative Agent with the consent of the
Borrower (which consent shall not be 

<PAGE>   40

                                                                              36

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, or extend the
scheduled termination of, 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 (other than mandatory prepayments in respect
of Prepayment Events, which may be changed with the consent of the Majority
Banks), (e) make any change which would alter the percentage of the Commitment,
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; if to the Administrative Agent, to Chase Bank of Texas,
N.A., c/o The Chase Manhattan Bank, Loan and Agency Services Group, One Chase
Manhattan Plaza, 8th Floor, New York, New York 10081, Attention: Muniram Appanna
(Telecopy No. (212) 552-5777) and (in the case of Competitive Advances) Chris
Consomer (Telecopy No. (212) 552-5627) and, in all cases, to Chase Bank of
Texas, N.A., P.O. Box 660197, Dallas, Texas 75266- 0197, Attention: Tim Perry
(Telecopy No. (214) 965-2536); 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 

<PAGE>   41
                                                                              37


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.

     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 of the Administrative Agent 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 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, or as a result of acceleration of
the maturity of the Advances pursuant to Article VI, 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 (excluding
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 Article VI to authorize the Administrative
Agent to declare the Advances due and payable pursuant to the provisions of
Article VI, 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 

<PAGE>   42

                                                                              38

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 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 assigning Bank under this Agreement, (ii) in the
case of a partial assignment, 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 $10,000,000 and shall be an integral multiple of $5,000,000, (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 $3,500. 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
     subsection (e) of Article IV 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;

<PAGE>   43

                                                                              39

             (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 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 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.

<PAGE>   44

                                                                              40

     (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) so long as
no Event of Default has occurred and is continuing, 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.

     (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.

     (l) Notwithstanding anything to the contrary contained herein, any Bank (a
"Granting Bank") may grant to a special purpose funding vehicle (an "SPC")
sponsored by such Granting Bank, identified as such in writing from time to time
by the Granting Bank to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Advance that such Granting Bank
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Advance, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Advance, the Granting Bank shall be
obligated to make such Advance pursuant to the terms hereof. The making of an
Advance by an SPC hereunder shall utilize the Commitment of the Granting Bank to
the same extent, and as if, such Advance were made by such Granting Bank. Each
party hereto hereby agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior indebtedness
of any SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section 8.07, any SPC may (i) with notice to, but without the prior
written consent of, the Borrower and the Administrative Agent and without paying
any processing fee therefor, assign all or a portion of its interests in any
Advances to the Granting Bank or to any financial institutions (consented to by
the Borrower and Administrative Agent) providing liquidity and/or credit support
to or for the account of such SPC to support the funding or maintenance of
Advances and (ii) disclose on a confidential basis any non-public information

<PAGE>   45

                                                                              41

relating to its Advances to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement to such
SPC.



     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 Banks 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
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 

<PAGE>   46

                                                                              42

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 noncompliance 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 THE ADMINISTRATIVE AGENT, 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 (INCLUDING,
WITHOUT LIMITATION, THE ACQUISITION), 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 

<PAGE>   47

                                                                              43

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 AGREEMENTS BY SUCH
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

     SECTION 8.17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


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


                                   CHASE BANK OF TEXAS, N.A., as Administrative 
                                   Agent and as a Bank

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:


<PAGE>   48
                                   CREDIT SUISSE FIRST BOSTON

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   49

                                                                              44

                                   NATIONSBANK OF TEXAS, N.A.

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   50

                                                                              45

                                   ROYAL BANK OF CANADA

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   51

                                                                              46

                                   BANK OF MONTREAL

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   52

                                                                              47

                                   CITICORP USA, INC.

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   53

                                                                              48

                                   DEUTSCHE BANK AG, NEW YORK AND/OR 
                                   CAYMAN ISLAND BRANCH

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   54

                                                                              49

                                   THE FIRST NATIONAL BANK OF CHICAGO

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   55

                                                                              50

                                   TORONTO DOMINION (TEXAS), INC.

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   56

                                                                              51

                                   ABN AMRO BANK, N.V.

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   57

                                                                              52

                                   UBS AG

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   58

                                                                              53

                                   THE BANK OF NEW YORK

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   59

                                                                              54

                                   THE INDUSTRIAL BANK OF JAPAN, LIMITED

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   60

                                                                              55

                                   WESTDEUTSCHE LANDESBANK
                                   GIROZENTRALE, NEW YORK BRANCH

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   61

                                                                              56

                                   MELLON BANK, N.A.

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   62

                                                                              57

                                   KBC BANK N.V.

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   63

                                                                              58

                                   THE NORTHERN TRUST COMPANY

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   64

                                                                              59

                                   SUNTRUST BANK

                                      by
                                         ----------------------------------
                                         Name:
                                         Title:

<PAGE>   65

                                                                              60

                                   FROST BANK

                                      by
                                         ----------------------------------
                                         Name:
                                         Title: