<PAGE>

                                                                  EXECUTION COPY

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


                               U.S. $2,700,000,000

             364 DAY COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT

                                      Among

                       UNION PACIFIC RESOURCES GROUP INC.,
                                   as Borrower

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

                                BANK OF MONTREAL,
                              as Syndication Agent

                                       and

                             THE BANKS NAMED HEREIN,
                                    as Banks

                            Dated as of March 2, 1998

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


                            CHASE SECURITIES INC. and
                                BANK OF MONTREAL,
                                  as Arrangers

                         BANCAMERICA ROBERTSON STEPHENS,
                           CREDIT SUISSE FIRST BOSTON,
                      NATIONSBANC MONTGOMERY SECURITIES LLC
                            and ROYAL BANK OF CANADA,

                                 as Co-Arrangers

================================================================================
                                                           [CS&M Ref. #6700-643]

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                                TABLE OF CONTENTS

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                                    ARTICLE I

                        Definitions and Accounting Terms
                        --------------------------------

         SECTION 1.01.  Certain Defined Terms............................................................1
         SECTION 1.02.  Computation of Time Periods.....................................................17
         SECTION 1.03.  Accounting Terms................................................................17
         SECTION 1.04.  Number and Gender of Words......................................................17

                                   ARTICLE II

                        Amounts and Terms of the Advances
                        ---------------------------------

         SECTION 2.01.  The Contract Advances...........................................................17
         SECTION 2.02.  Making the Contract Advances....................................................18
         SECTION 2.03.  The Competitive Advances........................................................20
         SECTION 2.04.  Conversion and Continuation of
                          Contract Borrowings...........................................................23
         SECTION 2.05.  Fees............................................................................25
         SECTION 2.06.  Reduction or Termination of the
                          Commitments...................................................................26
         SECTION 2.07.  Repayment of Advances; Prepayment...............................................27
         SECTION 2.08.  Interest........................................................................29
         SECTION 2.09.  Alternate Rate of Interest......................................................29
         SECTION 2.10.  Optional Extension of Termination
                          Date..........................................................................30
         SECTION 2.11.  Increased Costs; Increased Capital..............................................33
         SECTION 2.12.  Additional Interest on Eurodollar
                          Rate Advances.................................................................35
         SECTION 2.13.  Change in Legality..............................................................35
         SECTION 2.14.  Payments and Computations.......................................................36
         SECTION 2.15.  Taxes on Payments...............................................................37
         SECTION 2.16.  Sharing of Payments, Etc........................................................40
         SECTION 2.17.  Removal of a Bank...............................................................41
         SECTION 2.18.  Extension of Maturity Date......................................................42

                                   ARTICLE III

                              Conditions of Lending
                              ---------------------

         SECTION 3.01.  Conditions Precedent to Closing.................................................43

         SECTION 3.02.  Conditions Precedent to Each
                          Borrowing.....................................................................46

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                                   ARTICLE IV

                         Representations and Warranties
                         ------------------------------

                                    ARTICLE V

                            Covenants of the Borrower
                            -------------------------

         SECTION 5.01.  Affirmative Covenants...........................................................50
         SECTION 5.02.  Negative Covenants..............................................................54

                                   ARTICLE VI

                                Events of Default
                                -----------------

                                   ARTICLE VII

                            The Administrative Agent
                            ------------------------

         SECTION 7.01.  Authorization and Action........................................................65
         SECTION 7.02.  Administrative Agent's
                          Reliance, Etc.................................................................65
         SECTION 7.03.  Administrative Agent and Affiliates.............................................66
         SECTION 7.04.  Bank Credit Decision............................................................66
         SECTION 7.05.  Indemnification.................................................................66
         SECTION 7.06.  Successor Administrative Agent..................................................67

                                  ARTICLE VIII

                                  Miscellaneous
                                  -------------

         SECTION 8.01.  Amendments, Etc.................................................................68
         SECTION 8.02.  Notices, Etc....................................................................69
         SECTION 8.03.  No Waiver; Remedies.............................................................69
         SECTION 8.04.  Costs, Expenses and Taxes.......................................................69
         SECTION 8.05.  Right of Set-off................................................................71

         SECTION 8.06.  Binding Effect..................................................................71
         SECTION 8.07.  Assignments and Participations..................................................71
         SECTION 8.08.  Governing Law...................................................................75
         SECTION 8.09.  Exceptions to Covenants.........................................................75
         SECTION 8.10.  Survival........................................................................76
         SECTION 8.11.  Invalid Provisions..............................................................76
         SECTION 8.12.  Maximum Rate....................................................................76
         SECTION 8.13.  Execution in Counterparts.......................................................77
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                                                                   Contents p. 3

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         SECTION 8.14.  Not in Control..................................................................77
         SECTION 8.15.  INDEMNIFICATION.................................................................77
         SECTION 8.16.  Syndication Agent...............................................................79
         SECTION 8.17.  ENTIRETY........................................................................79
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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       Proposed Amendments to Existing Credit
                  Agreements


<PAGE>

                           This 364 DAY COMPETITIVE ADVANCE/ REVOLVING CREDIT
                  AGREEMENT is entered into as of March 2, 1998, among UNION
                  PACIFIC RESOURCES GROUP INC., a Utah corporation (the
                  "Borrower"), the Banks (as hereinafter defined), THE CHASE
                  MANHATTAN BANK, as Administrative Agent (as hereinafter
                  defined) and BANK OF MONTREAL, as Syndication Agent (as
                  hereinafter defined).

                                    ARTICLE I

                        Definitions and Accounting Terms
                        --------------------------------

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

                  "Accepting Banks" has the meaning specified in Section
2.10(a)(i).

                  "Acquisition" means the acquisition by the Acquisition
Subsidiary of all the outstanding shares of capital stock of Norcen pursuant to
the Acquisition Documents.

                  "Acquisition Documents" means (a) the Pre-Acquisition
Agreement among the Borrower, the Acquisition Subsidiary and Norcen dated
January 25, 1998, (b) the Offer to Purchase all the Common Shares of Norcen
dated January 30, 1998, and related documents, distributed by the Borrower to
the shareholders of Norcen and (c) any documents or agreements governing the
Merger.

                  "Acquisition Subsidiary" means Union Pacific Resources Inc., a
Canadian corporation and wholly owned Subsidiary of the Borrower.

                  "Administrative Agent" means The Chase Manhattan Bank and its
permitted successor or successors as administrative agent for the Banks under
this Agreement.

                  "Advance" means any Contract Advance or Competitive Advance.

                  "Affiliate" of a Person means any other individual or entity
who directly or indirectly controls, is controlled by, or is under common
control with that Person; provided that, for purposes of Sections 4.01(k) and
5.02(g) hereof,

<PAGE>

                                                                               2

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).

                  "Agent" means, collectively, Administrative Agent and
Syndication Agent.

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

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the lesser of (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 (c) 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

<PAGE>

                                                                               3

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 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) or (c), or both, of the
first sentence of this definition, as appropriate, until the circumstances
giving rise to such inability no longer exist. Any change in the Alternate Base
Rate due to a change in the Maximum Rate, Prime Rate, the Three-Month Secondary
CD Rate or the Federal Funds Effective Rate shall be effective on the effective
date of such change in the Maximum Rate, Prime Rate, the Three-Month Secondary
CD Rate or the Federal Funds Effective Rate, respectively.

                  "Alternate Base Rate Advance" means a Contract Advance which
bears interest computed at the Alternate Base Rate.

                  "Applicable Margin" means, on any date of determination of the
interest rate for any 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; provided that at
any time when outstanding Advances exceed 50% of the aggregate Commitments, the
Applicable Margin for Eurodollar Rate Contract Borrowings shall be increased by
0.075%:

<PAGE>

                                                                               4

                            Applicable
                            Margin for
                          Eurodollar Rate     Applicable
                             Contract         Margin for           Drawn
            Ratings         Borrowings       Facility Fees         Cost
------------------------  ---------------    -------------        -------

          Category 1
          ----------

Greater than or               0.275%            0.075%             0.35%
equal to BBB+/Baa1

          Category 2
          ----------

                              0.325%             0.10%            0.425%
BBB/Baa2

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

                               0.35%             0.15%             0.50%
BBB-/Baa3


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

                               0.55%             0.20%             0.75%

Less than BBB-/Baa3

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
4; (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
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

<PAGE>

                                                                               5

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.

<PAGE>

                                                                               6

                  "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.

                  "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).

<PAGE>

                                                                               7

                  "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; (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.

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

                  "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

<PAGE>

                                                                               8

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

<PAGE>

                                                                               9

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 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

<PAGE>

                                                                              10


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.

                  "Existing 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 and (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.

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

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

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

                  "Fixed Rate Competitive Advance" means a Competitive Advance
which bears interest based on the Fixed Rate.

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

                  "Interest Period" means, (a) for each Contract Advance
comprising part of the same Contract Borrowing, the period commencing on the
date of such Contract Advance or on

<PAGE>

                                                                              11

the last day of the immediately preceding Interest Period applicable to such
Contract Advance, as the case may be, and ending on the last day of the period
selected by the Borrower pursuant to the provisions below; or (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 and the Term Advances at the
time, or (b) after

<PAGE>

                                                                              12

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 March 1, 1999 (subject to extension as
provided in Section 2.18).


                  "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.

                  "Merger" has the meaning specified in Section 3.01(g).

                  "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.

                  "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

<PAGE>

                                                                              13

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.

                  "Offer" has the meaning specified in Section 3.01(g).

                  "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.

<PAGE>

                                                                              14

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

                  "Prepayment Event" means:

                  (a) any sale, transfer or other disposition (including
         pursuant to a sale and leaseback transaction) of any property or asset
         of the Borrower or any of the Subsidiaries, other than (i) sales,
         transfers and other dispositions of the production or products of the
         Borrower and the Subsidiaries in the ordinary course of business,
         including sales, transfers and dispositions of oil, gas, other liquid
         and gaseous hydrocarbons and other minerals, (ii) any sale, transfer or
         other disposition of any asset or property having an aggregate fair
         market value (for any transaction or series of related transactions)
         not exceeding $10,000,000 and (iii) sales, transfers and other
         dispositions to the Borrower or a Subsidiary; or

                  (b) any casualty or other insured damage to, or any taking
         under power of eminent domain or by condemnation or similar proceeding
         of, any property or asset of the Borrower or any of the Subsidiaries,
         but only to the extent that the Net Proceeds therefrom have not been
         applied to repair, restore or replace such property or asset within 360
         days after such event; or

                  (c) the issuance by the Borrower of any equity securities,
         other than any such issuance of equity securities pursuant to
         management or employee stock option or compensation plans; or


                  (d) the issuance by the Borrower of any Debt, other than (i)
         Debt under this Agreement and the Existing Credit Agreements, (ii) the
         issuance of commercial paper, (iii) the issuance of Debt to any
         Subsidiary and (iv) Debt incurred in order to refinance, renew or
         replace credit facilities or other Debt of any of the Subsidiaries
         (including Norcen and its subsidiaries) existing on the Closing Date in
         an amount not to exceed the outstanding principal amount and unused
         borrowing availability of the Subsidiaries under such existing credit
         facilities and the outstanding principal amount of such other Debt on
         the Closing Date; provided that such Debt referred to in this clause
         (iv) will only be excluded from this clause (d) to the extent that the
         maximum permitted Debt of the applicable group of Subsidiaries as set
         forth in clause (ii) or (iii), as applicable, of Section 5.02(b)

<PAGE>

                                                                              15

         shall be permanently reduced by the amount of Debt
         incurred under this clause (iv).

                  "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.

                  "Purchasing Bank" has the meaning specified in Section
2.10(a)(ii).

                  "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.

                  "Rejected Amount" has the meaning specified in Section
2.10(a)(ii).

                  "Rejecting Banks" has the meaning specified in Section
2.10(a)(ii).

<PAGE>

                                                                              16

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

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

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

                  "Subsidiary" of 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.

                  "Syndication Agent" means Bank of Montreal and its permitted
successor or successors as Syndication Agent under this Agreement.

                  "Term Advances" has the meaning specified in Section 2.18.

                  "Termination Date" means the earlier of March 1, 1999 (subject
to extension as provided in Section 2.10 hereof), 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

<PAGE>

                                                                              17

(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 (a) the Financing Transaction, (b) the
Acquisition and (c) the Merger.

                  "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.

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

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

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

                                   ARTICLE II

                        Amounts and Terms of the Advances
                        ---------------------------------

                  SECTION 2.01. The Contract Advances. (a) Each Bank severally
agrees, on the terms and conditions hereinafter set forth, to make Contract
Advances to the Borrower from time to time on any Business Day during the period
from the 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 2.17 or reduced or increased

<PAGE>

                                                                              18

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
(other than Term 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

<PAGE>

                                                                              19

against any loss, cost or expense incurred by such Bank as a result of any
failure by the Borrower to complete such Borrowing (whether or not due to a
failure to fulfill on or before the date specified in such Notice of Contract
Borrowing the applicable conditions set forth in Article III), such losses,
costs and expenses to include, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund the
Contract Advance to be made by such Bank as part of such Contract Borrowing when
such Contract Advance, as a result of such failure, is not made on such date.

                  (c) Unless the Administrative Agent shall have received notice

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

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

<PAGE>

                                                                              20

                  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 (other than Term 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

<PAGE>

                                                                              21

         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 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.

<PAGE>

                                                                              22

                  (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

<PAGE>


                                                                              23

         respect of such Competitive Borrowing and the Competitive Advances made
         pursuant thereto, and the Administrative Agent shall in turn promptly
         notify (A) each Bank that has made an offer as described in paragraph
         (ii) above of the date and aggregate amount of such Competitive
         Borrowing, the interest rate thereon, and whether or not any offer or
         offers made by such Bank pursuant to paragraph (ii) above have been
         accepted by the Borrower, and (B) each Bank that is to make a
         Competitive Advance as part of such Competitive Borrowing (a
         "Participating Bank" as to such Competitive Borrowing) of the amount of
         each Competitive Advance to be made by such Bank as part of such
         Competitive Borrowing and the maturity date for the repayment of each
         such Competitive Advance (together with a confirmation of the
         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

<PAGE>

                                                                              24

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;

                  (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

<PAGE>

                                                                              25

                  (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 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

<PAGE>

                                                                              26

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 January 25, 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.

                  (c) If the initial Termination Date shall be extended pursuant

to Section 2.10, and if the sum of the Commitments plus the aggregate principal
amount of any outstanding Term Advances at the time shall exceed $1,350,000,000,
then the Commitments shall be reduced on the initial Termination Date by an
amount necessary to reduce the Commitments to $1,350,000,000; provided that if
any Term Advances shall be outstanding at the time that Commitments are required
to be reduced under this paragraph, then the Commitments shall be reduced and
Term Advances prepaid, ratably based on the aggregate amount of Commitments at
such time and the outstanding principal amount of Term Advances at such time, in
such amount as shall be necessary in order that the sum of the Commitments and
the principal amount of the Term Advances shall equal $1,350,000,000.

                  (d) 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 in an aggregate amount equal to 75% of the Net Proceeds so received (the
"Prepayment Amount"); provided that if any Term Advances shall be outstanding at
a time when Commitments are required to be reduced under this paragraph, then
the Prepayment Amount shall be allocated

<PAGE>

                                                                              27

ratably to the reduction of the Commitments and the prepayment of Term Advances
pursuant to Section 2.07(f) based on the aggregate amount of the Commitments at
such time and the outstanding principal amount of Term Advances at such time.
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.

                  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.

<PAGE>

                                                                              28

                  (d) On the date of any reduction or termination of the
Commitments, the Borrower shall pay or prepay so much of the Contract Advances
(other than Term Advances) as shall be necessary in order that the aggregate
principal amount of outstanding Advances (other than Term 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) If any Contract Advances become Term Advances on the
initial Termination Date as contemplated by Section 2.18, and if the sum of the
Commitments plus the aggregate principal amount of outstanding Term Advances at
the time shall exceed $1,350,000,000, then the Borrower shall prepay Term
Advances on the initial Termination Date by an amount necessary to reduce the
outstanding principal amount of Term Advances to $1,350,000,000; provided that
if the initial Termination Date is being extended at the time pursuant to
Section 2.10, then the Commitments shall be reduced and the outstanding
principal amount of Term Advances shall be prepaid, ratably based on the
aggregate amount of Commitments at such time and the outstanding principal
amount of Term Advances at such time, in such amounts as shall be necessary in
order that the sum of the Commitments and the principal amount of the Term
Advances shall equal $1,350,000,000.

                  (f) In the event and on each occasion when any Term Advances
are outstanding and any Net Proceeds are received by or on behalf of the
Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower
shall prepay Term Advances in an aggregate principal amount equal to the
Prepayment Amount; provided that if any Commitments are in effect at a time when
a prepayment is required to be made under this paragraph, then the Prepayment
Amount shall be allocated ratably to the prepayment of Term Advances and the
reduction of Commitments based on the aggregate amount of Commitments at such
time and the outstanding principal amount of Term Advances at such time. The
Borrower shall notify the Administrative Agent of any Net Proceeds received in
respect of a Prepayment Event immediately after such Net Proceeds are received.





<PAGE>


                                                                              29

                  (g) 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:

                  (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 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 and the Term Advances 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


<PAGE>

                                                                              30

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. Optional Extension of Termination Date. (a)
Optional Extension Procedures. The Borrower may, upon notice (by telephone
(confirmed in writing promptly thereafter) or telecopy) received by the
Administrative Agent (which shall advise each Bank thereof as soon as
practicable thereafter) not earlier than 60 days and not later than 50 days
prior to the initial Termination Date, request (an "Extension Request") that the
Banks extend the Termination Date for an additional 364 days from the initial
Termination Date.

                  (i) Banks' Response to Extension Request. The Banks may, at
         their option, accept or reject such Extension Request by giving written
         notice to Administrative Agent delivered no earlier than 30 days prior
         to (but no later than 20 days prior to) the initial Termination Date
         (the "Response Date"). If any Bank shall fail to give such notice to
         Administrative Agent by the Response Date, such Bank shall be deemed to
         have rejected the requested extension. If the Extension Request is not
         consented to by Banks holding at least 51% of the Commitments by the
         Response Date, the Extension Request will be rejected, and the
         Termination Date will not be extended. If the Banks holding at least
         51% of the Commitments consent to the Extension Request by the Response
         Date, the Termination Date for those Banks consenting to the extension
         (for purposes of this Section 2.10(a), the "Accepting Banks") shall be
         automatically extended to the date which is the 364th day after the
         initial Termination Date.

                  (ii) Additional Procedures To Extend the Rejected Amount. If
         the Extension Request is consented to by Banks holding not less than
         51% of the Commitments, but fewer than all Banks (any Bank not
         consenting to the Extension Request being referred to as a "Rejecting
         Bank"), then Administrative Agent shall, within 48 hours of making such
         determination, notify the Accepting Banks and Borrower of the aggregate
         Commitments held by the Rejecting Banks (the "Rejected



<PAGE>

                                                                              31

         Amount"). Each Accepting Bank shall have the right, but not the
         obligation, to elect to increase its respective Commitment by an amount
         not to exceed the Rejected Amount, which election shall be made by
         notice from each Accepting Bank to the Administrative Agent given not
         later than five days after the date notified by Administrative Agent,
         specifying the amount of such proposed increase in such Accepting
         Bank's Commitment. If the aggregate amount of the proposed increases in
         the Commitments of all Accepting Banks making such an election does not

         equal or exceed the Rejected Amount, then Borrower shall have the right
         to add one or more financial institutions (which are not Rejecting
         Banks and which are Eligible Assignees) as Banks (each a "Purchasing
         Bank") to replace such Rejecting Banks, which Purchasing Banks shall
         have aggregate Commitments not greater than those of the Rejecting
         Banks (less any increases in the Commitments of Accepting Banks, as
         described in the following clause (iii)). The transfer of Commitments
         and outstanding Borrowings from Rejecting Banks to Purchasing Banks or
         Accepting Banks shall take place (on or prior to the initial
         Termination Date) on the effective date of, and pursuant to the
         execution, delivery and acceptance of, an Assignment and Acceptance in
         accordance with the procedures set forth in Section 8.07.

                  (iii) Adjustments to, and Terminations of, Commitments. (A) If
         less than 100% of the Commitments are extended (whether by virtue of
         Borrower's failure to request an extension of the total Commitments or
         by virtue of any Bank not consenting to any Extension Request), then
         the Commitments shall automatically be reduced on the initial
         Termination Date by an amount equal to (as the case may be) (i) the
         portion of the Commitments not requested to be extended by Borrower in
         its Extension Request or (ii) the amount of the Rejected Amount (to the
         extent not replaced by Accepting Banks or Purchasing Banks pursuant to
         the procedures set forth in the foregoing Section 2.10(a)(ii)).
         Notwithstanding the foregoing, each Rejecting Bank's outstanding
         Contract Advances (after giving effect to the replacement of the
         Rejected Amount by Accepting Banks or Purchasing Banks pursuant to
         Section 2.10(a)(ii)) may, at the Borrower's option, be continued as
         Term Advances as provided in Section 2.18.

                  (B) If the aggregate amount of the proposed increases in the
         Commitments of all Accepting Banks


<PAGE>

                                                                              32

         making an election to increase their respective Commitments is in
         excess of the Rejected Amount, then

                           (i) the Rejected Amount shall be allocated pro rata
                  among such Accepting Banks based on the respective amounts of
                  the proposed increases to Commitments elected by such
                  Accepting Banks; and

                           (ii) the respective Commitments of each such
                  Accepting Bank shall be increased by the respective amount
                  allocated pursuant to clause (i) of this Section
                  2.10(a)(iii)(B), such that, after giving effect to the
                  approved extensions and all such terminations and increases,
                  no reduction will occur in the aggregate amount of the
                  Commitments (subject to Section 2.06(c)).

                  (C) If the aggregate amount of the proposed increases to the

         Commitments of all Accepting Banks making such an election to so
         increase their respective Commitments equals the Rejected Amount, then
         the respective Commitments of such Accepting Banks shall be increased
         by the respective amounts of their proposed increases, such that, after
         giving effect to the approved extensions and all such terminations and
         increases, no reduction will occur in the aggregate amount of the
         Commitments (subject to Section 2.06(c)).

                  (D) If the aggregate amount of the proposed increases to the
         Commitments of all Accepting Banks making such an election is less than
         the Rejected Amount, then

                           (i) the respective Commitments of each such
                  Accepting Bank shall be increased by the
                  respective amount of its proposed increase; and

                           (ii) the amount of the Commitments shall be reduced
                  in the amount of the Rejected Amount (to the extent not
                  replaced by the Accepting Banks or the Purchasing Banks, if
                  any).

                  (E) Any reduction or termination of Commitments required by
         this Section shall be effective on the initial Termination Date
         immediately prior to determining whether any further reduction of
         Commitments is required by Section 2.06(c).

                  (b) Acknowledgments Regarding Obligations To Renew. Borrower
acknowledges that (i) neither Administrative Agent nor any Bank has made any


<PAGE>


                                                                              33

representations to Borrower regarding its intent to agree to any extensions set
forth in this Section and (ii) neither Administrative Agent nor any Bank shall
have any obligation to extend the Termination Date.

                  (c) Payment to Rejecting Banks. If, after giving effect to any
transfer of a Rejecting Bank's Commitment to an Accepting Bank or a Purchasing
Bank under Section 2.10(a)(ii) above, there are any amounts, other than Contract
Advances continued as Term Advances pursuant to Section 2.18 (and accrued
interest thereon), owed by Borrower to such Rejecting Bank under the Loan
Papers, then such amount is due and payable by Borrower to such Rejecting Bank
on the initial Termination Date.

                  SECTION 2.11. 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 2.11(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



<PAGE>

                                                                              34

specifying in reasonable detail the basis for such increased cost, submitted to
the Borrower and the Administrative Agent by such Bank, shall constitute such
demand and shall, in the absence of manifest error, be conclusive and binding
for all purposes.

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

as a result of such law, regulation, guideline, or request, such Bank's policy
generally to seek to exercise such rights, where available, against other
borrowers of such Bank.

                  (c) Notwithstanding the foregoing provisions of this Section
2.11, (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.


<PAGE>


                                                                              35

                  SECTION 2.12. 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 2.13. 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 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; provided further if any such request for a Eurodollar
Rate Advance is made in respect of a Borrowing that includes a Term Advance of
the Notifying Bank, then the immediately preceding proviso shall


<PAGE>

                                                                              36

not apply to such Term Advance and (i) such Term Advance shall remain
outstanding, (ii) any request for the conversion or continuation of all or any
portion of such Notifying Bank's Term Advance as a Eurodollar Rate Advance shall
be ineffective (but shall be effective for the other Term Advances included in
such Borrower) and (iii) such Notifying Bank's Term Advance included in such
Borrowing shall continue as an Alternate Base Rate Advance.

                  SECTION 2.14. 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


<PAGE>

                                                                              37


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 2.14(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.

                  SECTION 2.15. 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


<PAGE>

                                                                              38

force of law), or (ii) any change after the date hereof in any law, regulation,
treaty, directive, or guideline (whether or not having the force of law), or
(iii) any change after the date hereof in the interpretation or application of
any law, regulation, treaty, directive, or guideline (whether or not having the
force of law), or (iv) any such taxes, imposts, duties, charges, fees,
deductions, or withholdings being imposed, levied, collected, withheld, or
assessed at a greater rate than the rate that would have been applicable had

such an introduction or change not been made, but only to the extent of the
increase in such rate ("Withholding Taxes"). If any Withholding Taxes are
required to be withheld from any amounts payable to or for the account of any
Bank hereunder, the amounts so payable to or for the account of such Bank shall
be increased to the extent necessary to yield to such Bank (after payment of all
Withholding Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts payable to or for the account of such Bank under this
Agreement prior to such introduction or change. Whenever any Withholding Tax is
payable by the Borrower, as promptly as possible thereafter, the Borrower shall
send to the Administrative Agent, for the account of such Bank, a certified copy
of an original official receipt showing payment thereof. If the Borrower fails
to pay any Withholding Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent, for the account of any Bank the
required receipts or other required documentary evidence, the Borrower shall
indemnify such Bank or the Administrative Agent for any incremental taxes,
interest, or penalties that may become payable by such Bank or the
Administrative Agent as a result of any such failure.

                  (b) At least four Business Days prior to the first Borrowing
or, if the first Borrowing does not occur within thirty days after the date of
execution of this Agreement, by the end of such thirty-day period, each Bank
that is organized outside the United States agrees that it will deliver to the
Borrower and the Administrative Agent two duly completed copies of United States
Internal Revenue Service Form 1001 (or such other documentation or information
as may, under applicable United States Federal income tax statutes or
regulations, be required in order to claim an exemption or reduction from United
States income tax withholding by reason of an applicable treaty with the United
States, such documentation or other information being hereafter referred to as
"Form 1001") or Form 4224 (or such other documentation or information as may,
under applicable United States Federal income tax statutes or regulations, be
required in order to claim an exemption from United States


<PAGE>

                                                                              39

income tax withholding for income that is effectively connected with the conduct
of a trade or business within the United States, such documentation or other
information being hereafter referred to as "Form 4224"), as the case may be,
indicating in each case that such Bank is either entitled to receive payments
under this Agreement without deduction or withholding of any United States
Federal income taxes or, as the case may be, is subject to such limited
deduction or withholding as it is capable of recovering in full from a source
other than the Borrower. Each Bank which delivers to the Borrower and the
Administrative Agent a Form 1001 or Form 4224 pursuant to the next preceding
sentence further undertakes to deliver to the Borrower and the Administrative
Agent two further copies of the said Form 1001 or 4224, or successor applicable
form or certificate, as the case may be, as and when the previous form filed by
it hereunder shall expire or shall become incomplete or inaccurate in any
respect, unless in any of such cases an event has occurred prior to the date on
which any such delivery would otherwise be required which renders such form
inapplicable.


                  (c) If at any time any Bank by reason of payment by the
Borrower of any Withholding Taxes obtains a credit against, or return or
reduction of, any tax payable by it, or any other currently realized tax
benefit, which it would not have enjoyed but for such payment ("Tax Benefit"),
such Bank shall thereupon pay to the Borrower the amount which such Bank shall
certify to be the amount that after payment, will leave such Bank in the same
economic position it would have been in had it received no such Tax Benefit
("Equalization Amount"); 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 2.15(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


<PAGE>

                                                                              40

faith by the Bank pursuant to this Section 2.15(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 2.15(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
2.15, 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 2.16. 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 2.11, 2.15, 2.17, 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


<PAGE>

                                                                              41

participation from another Bank pursuant to this Section 2.16 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 2.17. 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 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 (other than Term Advances, if
any) 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 (other than with respect
to any Term Advances of such Bank). 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 2.17 (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


<PAGE>

                                                                              42

an amount specified in such instrument. The obligations of the Borrower
described in Sections 2.11, 8.04, and 8.15 shall survive for the benefit of any
Bank removed pursuant to this Section 2.17 notwithstanding such removal.

                  SECTION 2.18. Extension of Maturity Date. (a) If the initial
Termination Date shall be extended pursuant to Section 2.10, then the initial
Maturity Date shall automatically be extended to the date 364 days after the
initial Termination Date (the "Extended Maturity Date").

                  (b) If the initial Termination Date shall not be extended
pursuant to Section 2.10, then (unless an Event of Default has occurred and is
continuing) the Borrower may elect to extend the initial Maturity Date to the
Extended Maturity Date by delivering notice of such extension (a "Maturity Date
Extension Notice") to the Administrative Agent (which shall promptly deliver a
copy of such Maturity Date Extension Notice to each Bank) not later than 15 days
prior to the Termination Date. If a Maturity Date Extension Notice shall be
delivered in accordance with this paragraph, then (i) the initial Maturity Date
shall be automatically extended to the Extended Maturity Date, (ii) the
principal amount of all Contract Advances outstanding on the Termination Date
shall remain outstanding as term advances (the "Term Advances") which mature on
the Extended Maturity Date, (iii) all Competitive Advances shall be paid in full
on or prior to the Termination Date and (iv) all Commitments shall terminate on
the Termination Date.

                  (c) If the initial Termination Date shall be extended pursuant
to Section 2.10, but there shall remain a Rejected Amount (after giving effect
to any replacements by Accepting Banks and Purchasing Banks pursuant to Section
2.10), then (unless an Event of Default has occurred and is continuing) the
Borrower may elect to extend the initial Maturity Date with respect to
outstanding Contract Advances of Rejecting Banks to the Extended Maturity Date
by delivering a Maturity Date Extension Notice to the Administrative Agent
(which shall promptly deliver a copy of such Maturity Date Extension Notice to
the Rejecting Banks) not later than 15 days prior to the initial Termination
Date. If a Maturity Date Extension Notice shall be delivered in accordance with
this paragraph, then (i) the Termination Date with respect to the Commitments of
the Accepting Banks and any Purchasing Banks shall be extended in accordance
with Section 2.10, (ii) the Commitments of the Rejecting Banks (after giving
effect to replacements by Accepting Banks and Purchasing Banks pursuant to
Section 2.10) shall terminate, (iii) the initial Maturity Date shall be extended
to the Extended Maturity Date,


<PAGE>

                                                                              43


(iv) subject to Section 2.07(e), the principal amount of all Contract Advances
of the Rejecting Banks outstanding on the initial Termination Date (after giving
effect to replacements by Accepting Banks and Purchasing Banks pursuant to
Section 2.10) shall remain outstanding as Term Advances which mature on the
Extended Maturity Date and (v) all Competitive Advances of Rejecting Banks shall
be paid in full on or prior to the initial Termination Date; provided that (A)
Contract Advances of Banks other then Rejecting Banks, including Contract
Advances made pursuant to Section 2.01 after the initial Termination Date shall
not be deemed Term Advances and (B) the sum of the principal amount of the Term
Advances and the Commitments immediately after giving effect to the provisions
of this Section and Section 2.10 on the initial Termination Date, shall not
exceed the lesser of (x) the aggregate amount of Commitments immediately prior
to giving effect to such provisions on the initial Termination Date and (y)
$1,350,000,000.

                  (d) If any Contract Advance shall remain outstanding as a Term
Advance pursuant to paragraph (b) or (c) above, such Term Advance shall continue
to constitute a Contract Advance for all purposes of this Agreement.

                                   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 Agents and the Banks and dated the
         Closing Date) of (i) Mark Jones, 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



<PAGE>

                                                                              44

         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 and the Acquisition Subsidiary, the
         authorization of the Transactions and any other legal matters relating
         to the Borrower, the Acquisition Subsidiary, 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.

                  (e) The Agents 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
         Acquisition 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, or of
         Norcen and its subsidiaries, taken as a whole, and all applicable
         waiting periods and appeal periods shall have expired, in each case
         without the imposition of any materially adverse conditions. The Agents
         shall have received copies of the Acquisition Documents and all
         certificates, opinions and other documents delivered thereunder,
         certified by a Financial Officer as complete and correct.

                  (g) The Agents shall be satisfied with the material terms and
         conditions (including, without limitation, purchase price) of the
         Acquisition and the Acquisition Documents, including without limitation
         the


<PAGE>

                                                                              45

         terms and conditions of the offer to be made by the Acquisition
         Subsidiary to purchase shares of Norcen's capital stock (the "Offer")
         and any subsequent merger, amalgamation or similar transaction to
         eliminate minority stockholders after consummation of the Offer (the
         "Merger").

                  (h) The Existing Credit Agreements shall have been amended as
         provided in Schedule IV.

                  (i) All conditions to the acceptance of shares of Norcen's

         capital stock pursuant to the Offer shall have been satisfied (without
         giving effect to any amendment or waiver that has not been approved by
         the Banks, other than amendments and waivers that could not reasonably
         be expected to materially and adversely affect the interests of the
         Banks) and shares representing at least 75% of the outstanding shares
         of Norcen's common stock shall have been accepted for purchase pursuant
         to and in accordance with the Offer.

                  (j) If less than all the outstanding shares of Norcen's
         capital stock are being purchased by the Acquisition Subsidiary on the
         Closing Date, the Borrower shall have delivered to the Agents a
         certificate to the effect that, as of the Closing Date, the Borrower is
         not aware of any material impediment that would render unlikely the
         consummation of the Merger and completion of the Acquisition on the
         terms contemplated by the Acquisition Documents without the imposition
         of any materially adverse conditions.

                  (k) 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, or of Norcen and its
         subsidiaries, taken as a whole.

                  (l) 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 or Norcen or any of its Subsidiaries.


<PAGE>

                                                                              46

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 March
16, 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

                  (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.


<PAGE>

                                                                              47

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

                  (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 and the Acquisition Subsidiary 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, 1996,
         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 September 30, 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 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 September 30, 1997, there has been


<PAGE>

                                                                              48

         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.

                  (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


<PAGE>

                                                                              49

         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 Principal
         Subsidiaries bears to the consolidated EBITDAX for the Borrower and its
         Subsidiaries is not less than 80%.

                  (m) No Event of Default under either of the Existing Credit
         Agreements or any event or existence of any circumstance which, with
         the giving of notice or lapse of time or both, would become an Event of
         Default under either of the Existing Credit Agreements exists.



<PAGE>

                                                                              50

                                    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



<PAGE>

                                                                              51

                  Borrower or any Subsidiary, as the case may be,
                  deems appropriate; and

                           (vi) use the proceeds of Advances to (a) finance the
                  Acquisition by the Acquisition Subsidiary and (b) to support
                  the issuance by the Borrower of commercial paper the proceeds
                  of which are used to finance the Acquisition by the
                  Acquisition Subsidiary.

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

                  (b)  Reporting Requirements.  Furnish to the
         Banks:

                           (i) as soon as available and in any event within 60
                  days after the end of each of the first three quarters of each
                  fiscal year of the Borrower, a statement of the consolidated
                  financial condition of the Borrower and its consolidated
                  Subsidiaries as at the end of such quarter and the related
                  statements of income and retained earnings of the Borrower and
                  its consolidated Subsidiaries for the period commencing at the
                  end of the previous fiscal year and ending with the end of
                  such quarter, certified by a principal financial or accounting
                  officer of the Borrower; provided 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


<PAGE>

                                                                              52


                  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;

                           (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; and

                           (vii) as soon as available and in any event no later
                  than required to be delivered pursuant to applicable
                  regulatory delivery requirements, a copy of the annual and
                  quarterly financial statements of Norcen and its Subsidiaries,


<PAGE>

                                                                              53

                  certified by a principal financial or accounting officer of
                  Norcen, or if audited, accompanied by an auditor's report of
                  independent public accountants of nationally recognized
                  standing; provided that such financial statements will not be
                  required to be delivered if Norcen is not otherwise subject to

                  any regulatory requirement to deliver such financial
                  statements to any regulatory or other governmental authority.

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

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

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

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

                  (d) Certificates. Furnish to the Banks:

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


<PAGE>

                                                                              54

                  Default or other condition or event, specifying
                  the nature thereof; and

                           (ii) concurrently with the delivery of the financial
                  statements or Form 10-Q referred to in Sections 5.01(b)(i) and
                  (ii), a certificate of a Financial Officer of the Borrower,
                  stating that, to the best of such officer's knowledge, the
                  Borrower during such period has observed or performed, all of
                  its covenants and other agreements, and satisfied every
                  condition, contained in this Agreement to be observed,
                  performed, or satisfied by it, and that such officer has

                  obtained no knowledge of any Event of Default or any event
                  which, with notice or lapse of time, or both, would become an
                  Event of Default, except as specified in such certificate.

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

                  (a) Liens, Etc. (i) Create, assume, incur or suffer to exist,
         or permit any Subsidiary to create, assume, incur, or suffer to exist,
         any Lien upon any stock or indebtedness, whether now owned or hereafter
         acquired, of any Subsidiary, to secure any Debt of the Borrower or any
         other Person (other than the Advances made hereunder), without in any
         such case making effective provision whereby all of the Advances made
         hereunder shall be directly secured equally and ratably with such Debt,
         excluding, however, from the operation of the foregoing provisions of
         this paragraph (i)(A) any Lien upon stock or indebtedness of any
         corporation existing at the time such corporation becomes a Subsidiary,
         or existing upon stock or indebtedness of a Subsidiary at the time of
         acquisition of such stock or indebtedness, and any extension, renewal,
         or replacement (or successive extensions, renewals, or replacements) in
         whole or in part of any such Lien; provided, however, that the
         principal amount of Debt secured thereby shall not exceed the principal
         amount of Debt so secured at the time of such extension, renewal, or
         replacement; and; provided further that such Lien shall be limited to
         all or such part of the stock or indebtedness which secured the Lien so
         extended, renewed, or replaced and (B) so long as Norcen's capital
         stock constitutes Margin Stock, such portion (but only such portion) of
         Norcen's capital stock as it shall be necessary to exclude from the


<PAGE>

                                                                              55

         operation of this paragraph in order to avoid Margin Stock constituting
         more than 25% of the value of all assets subject to this Section
         5.02(a);

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

                                    (A) any Lien upon property owned or leased
                           by any corporation existing at the time such
                           corporation becomes a Restricted Subsidiary, so long
                           as such Lien covers, either (x) the assets so
                           encumbered immediately prior to an acquisition of the

                           Restricted Subsidiary or (y) assets substituted for
                           any assets described in clause (x) preceding (the
                           "acquired assets"), so long as the approximate fair
                           market value of the substituted assets does not
                           exceed the approximate fair market value of the
                           acquired assets for which the substitution is being
                           made;

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

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


<PAGE>

                                                                              56

                           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 Borrower
                           under the Existing Credit Agreements, so long as the
                           Banks are granted Liens of equal priority upon any
                           property to which such Liens under the Existing
                           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


<PAGE>

                                                                              57

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

                                    (A) the sale or other transfer of (y) any
                           oil, gas, or minerals in place for a period of time
                           until, or in an amount such that, the purchaser will
                           realize therefrom a specified amount of money
                           (however determined) or a specified amount of such
                           oil, gas, or minerals, or (z) any other interest in
                           property of the character commonly referred to as a
                           "production payment"; 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) Create or suffer to exist any Debt if,
         immediately after giving effect to such Debt and the receipt and
         application of any proceeds thereof, the aggregate amount of Debt of

         the Borrower and its consolidated Subsidiaries, on a consolidated
         basis, would exceed (A) for the period from the Closing Date through
         the date eighteen months thereafter, 75%, and (B) at anytime
         thereafter, 65%, of the sum of the total consolidated stockholders'
         equity of the Borrower and its Subsidiaries as shown on the most recent
         consolidated balance sheet required to be delivered to the Banks
         pursuant to Section 5.01(b), and the aggregate amount of Debt of the
         Borrower and its consolidated Subsidiaries, on a consolidated basis (it
         being understood that for purposes of determining compliance with this
         covenant, guarantees by the Borrower of up to $200,000,000 of Debt of
         OCI Wyoming shall not constitute Debt of the Borrower);

                  (ii) not permit the Acquisition Subsidiary, Norcen or any of
         their respective Subsidiaries (collectively, the "Designated
         Subsidiaries") to incur any Debt which


<PAGE>

                                                                              58

         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;
         provided that the amount of Debt permitted by this clause (ii) is
         subject to reduction as provided in clause (d)(iv) of the definition of
         "Prepayment Event"; and

                  (iii) not 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 Debt to the Borrower or
         any other Subsidiary) of all Subsidiaries (other than the Designated
         Subsidiaries), on a consolidated basis, exceeding US$150,000,000;
         provided that the amount of Debt permitted by this clause (iii) is
         subject to reduction as provided in clause (d)(iv) of the definition of
         "Prepayment Event".

                  (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


<PAGE>

                                                                              59

                  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;

                           (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


<PAGE>

                                                                              60

         Subsidiary. For purposes of this subsection, "Successor Subsidiary"
         shall mean any Subsidiary which is formed by any merger or
         consolidation of UPRC or which acquires by conveyance, transfer or
         lease substantially all the properties of UPRC or any Successor
         Subsidiary.

                  (e) Ratio of Maximum Total Debt to Total Capital. Permit the
         ratio (expressed as a percentage and as calculated at the end of each
         fiscal quarter of the Borrower) that (i) the aggregate amount of the
         consolidated Debt of Borrower and its consolidated Subsidiaries bears
         to (ii) the sum of the total consolidated stockholder's equity of
         Borrower and its Subsidiaries plus the consolidated Debt of Borrower
         and its consolidated Subsidiaries to be more than (A) 75% during the
         period from the Closing Date through the date eighteen months
         thereafter and (B) 65% at any time thereafter. For purposes of
         determining compliance with the above covenant, guarantees by the
         Borrower of up to $200,000,000 of Debt of OCI Wyoming shall not
         constitute Debt of the Borrower.

                  (f) Compliance with ERISA. To the extent that any event or
         action set forth in clauses (i) through (iv) below would subject the
         Borrower and its Subsidiaries, taken as a whole, to any material
         liability to the PBGC or otherwise,

                           (i) terminate, or permit any Subsidiary to
                  terminate, any Plan;

                           (ii) engage in, or permit any Subsidiary to
                  engage in, any "prohibited transaction" (as
                  defined in Section 4975 of the Code) involving any
                  Plan;

                           (iii) incur or suffer to exist, or permit any
                  Subsidiary to incur or suffer to exist, any "accumulated
                  funding deficiency" (as defined in Section 302 of ERISA),
                  whether or not waived, involving any Plan; or

                           (iv) allow or suffer to exist, or permit any
                  Subsidiary to allow or suffer to exist, any event or condition
                  which presents a risk of incurring a liability to the PBGC by
                  reason of termination of any Plan.

                  (g) Affiliate Transactions. Enter into (or permit any
         Restricted Subsidiary to enter into) any



<PAGE>

                                                                              61

         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
         Principal Subsidiaries to be less than 80% of the consolidated EBITDAX
         of the Borrower and its Subsidiaries as shown on the most recent
         consolidated balance sheet required to be delivered to the Banks
         pursuant to Section 5.01(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


<PAGE>

                                                                              62


         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 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 (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


<PAGE>

                                                                              63

         (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


<PAGE>

                                                                              64

         or otherwise) of the Borrower and its Subsidiaries, taken as a whole;
         or

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

then, and in any such event, the Administrative Agent

                  (i) shall at the request, or may with the consent, of Majority
         Banks, by notice to the Borrower, declare the obligation of each Bank
         to make Advances to be terminated, whereupon the same shall forthwith
         terminate;


                  (ii) shall at the request or may with the consent, of Banks
         owed at least 51% of the then aggregate unpaid principal amount of the
         Advances owing to Banks, by notice to the Borrower, declare the
         Advances, all interest thereon and all other amounts payable under this
         Agreement to be forthwith due and payable, whereupon the Advances, all
         such interest and all such amounts shall become and be forthwith due
         and payable, without presentment, demand, protest, notice of intention
         to accelerate, notice of acceleration, or further notice of any kind,
         all of which are hereby expressly waived by the Borrower; and

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


<PAGE>

                                                                              65

                                   ARTICLE VII

                            The Administrative Agent


<PAGE>

                                                                              66

                  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;

                  (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;



<PAGE>

                                                                              67

                  (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, The Chase Manhattan Bank 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 The Chase Manhattan Bank in
its individual capacity. The Chase Manhattan Bank 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 The Chase Manhattan Bank 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
each Agent, acting in their respective agency capacities, (to the extent not
reimbursed by the Borrower), ratably as computed as set forth below from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against such
Agent in any way relating to, or arising out of, this Agreement or




<PAGE>

                                                                              68

any action taken or omitted by such Agent under this Agreement; provided that no
Bank shall be liable to any Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or wilful
misconduct. Without limitation of the foregoing, each Bank agrees to reimburse
the Administrative Agent promptly upon demand for its ratable share of any
out-of-pocket expenses (including counsel fees) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings, or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Administrative
Agent is not reimbursed for such expenses by the Borrower. For purposes of this
Section 7.05, ratable allocations among the Banks shall be made (i) in respect
of any demand by the Administrative Agent prior to termination of the
Commitments, according to the respective amounts of their Commitments and
outstanding Term Advances 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 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


<PAGE>

                                                                              69

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 (except as
provided in Section 2.10) 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 


<PAGE>

                                                                              70

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 The Chase Manhattan Bank, c/o Loan and Agency Services
Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
Attention: Daniel Fischer (Telecopy No. (212) 552- 5777), with a copy 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 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 Agents 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


<PAGE>

                                                                              71

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 2.17 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 


<PAGE>

                                                                              72

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
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
(except that Term Advances and Commitments may be assigned separately), (ii) in
the case of a partial assignment, the amount of the Commitment or Term Advances
of the assigning Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $25,000,000 and shall be an integral
multiple of $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


<PAGE>

                                                                              73

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


<PAGE>

                                                                              74

         analysis and decision to enter into such Assignment and Acceptance;

                  (iv) such assignee will, independently and without reliance
         upon the Administrative Agent, such assigning Bank or any other Bank
         and based on such documents and information as it shall deem
         appropriate at the time, continue to make its own credit decisions in
         taking or not taking action under this Agreement;

                  (v) such assignee confirms that it is an Eligible
         Assignee, except for any required consent of the
         Borrower and Administrative Agent;

                  (vi) such assignee appoints and authorizes the Administrative
         Agent to take such action as Administrative Agent on its behalf and to
         exercise such powers under this Agreement as are delegated to the
         Administrative Agent by the terms hereof, together with such powers as
         are reasonably incidental thereto; and

                  (vii) such assignee agrees that it will perform in accordance
         with their terms all 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.

<PAGE>

                                                                              75

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

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

                  (g) If any Bank shall make demand for payment under or shall
notify the Borrower that it is affected by an event described in Section 2.11 or
2.15 hereunder or shall notify the Administrative Agent pursuant to Section 2.13
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 

<PAGE>

                                                                              76

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 2.11 or 2.15 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.

                  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


<PAGE>


                                                                              77

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 2.11, 2.12, 2.15, 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).


<PAGE>

                                                                              78

                  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 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 AGENTS, CHASE SECURITIES INC., EACH BANK, AND THEIR RESPECTIVE
AFFILIATES, PARENTS, AND SUBSIDIARIES, AND EACH OF THE FOREGOING PARTIES'
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS,
ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM
AND AGAINST ANY AND ALL PRESENT AND FUTURE, KNOWN AND UNKNOWN, FIXED AND
CONTINGENT, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL REASONABLE AND NECESSARY
COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS' FEES
AND LEGAL EXPENSES, AND AMOUNTS PAID IN SETTLEMENT WHETHER OR NOT SUIT IS
BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (THE "INDEMNIFIED
LIABILITIES") WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF (A)
ANY LOAN PAPERS OR TRANSACTION CONTEMPLATED BY ANY LOAN PAPER (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


<PAGE>

                                                                              79

THE INDEMNIFIED LIABILITIES AS TO ANY INDEMNIFIED PARTY RESULTS, DIRECTLY OR
INDIRECTLY, FROM ANY CLAIM MADE, OR ACTION, SUIT, OR PROCEEDING COMMENCED BY OR
ON BEHALF OF ANY PERSON OTHER THAN BY SUCH INDEMNIFIED PARTY; PROVIDED THAT, THE
BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PARTY WITH
RESPECT TO ANY INDEMNIFIED LIABILITY ARISING FROM THE FRAUD, GROSS NEGLIGENCE,
OR WILFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY ASSOCIATED PERSON OF SUCH
INDEMNIFIED PARTY. AS USED IN THIS PARAGRAPH, THE TERM "ASSOCIATED PERSON"
MEANS, WITH RESPECT TO ANY PERSON, THE AFFILIATES, PARENTS, SUBSIDIARIES,
DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS,
AND ATTORNEYS OF SUCH PERSON, OR OF ANOTHER PERSON OF WHICH SUCH PERSON IS ALSO
AN ASSOCIATED PERSON. THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET
FORTH IN THIS SECTION SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OBLIGATION AND TERMINATION OF THIS AGREEMENT. THE BORROWER MAY, AT ITS OWN COST
AND EXPENSE, PARTICIPATE IN THE DEFENSE IN ANY PROCEEDING INVOLVING ANY
INDEMNIFIED LIABILITY. IF NO EVENT OF DEFAULT EXISTS, THE BORROWER MAY ASSUME
THE DEFENSE IN THAT PROCEEDING ON BEHALF OF THE APPLICABLE INDEMNIFIED PARTIES,
INCLUDING THE EMPLOYMENT OF COUNSEL IF FIRST APPROVED (WHICH APPROVAL MAY NOT BE

UNREASONABLY WITHHELD) BY THE APPLICABLE INDEMNIFIED PARTIES. IF THE BORROWER
ASSUMES ANY DEFENSE, IT SHALL KEEP THE APPLICABLE INDEMNIFIED PARTIES FULLY
ADVISED OF THE STATUS OF, AND SHALL CONSULT WITH THOSE INDEMNIFIED PARTIES
BEFORE TAKING ANY MATERIAL POSITION IN RESPECT OF, THAT PROCEEDING. IF THE
BORROWER CONSENTS OR IF ANY INDEMNIFIED PARTY REASONABLY DETERMINES THAT AN
ACTUAL CONFLICT OF INTEREST EXISTS BETWEEN THE BORROWER AND THAT INDEMNIFIED
PARTY WITH RESPECT TO THE SUBJECT MATTER OF THE PROCEEDING OR THAT THE BORROWER
IS NOT DILIGENTLY PURSUING THE DEFENSE, THEN (I) THAT INDEMNIFIED PARTY MAY, AT
THE BORROWER'S EXPENSE, EMPLOY COUNSEL TO REPRESENT INDEMNIFIED PARTY THAT IS
SEPARATE FROM COUNSEL FOR THE BORROWER OR ANY OTHER PERSON IN THAT PROCEEDING
AND (II) THE BORROWER IS NO LONGER ENTITLED TO ASSUME THE DEFENSE ON BEHALF OF
THAT INDEMNIFIED PARTY. THE BORROWER MAY NOT AGREE TO THE SETTLEMENT OF ANY
INDEMNIFIED LIABILITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE APPLICABLE
INDEMNIFIED PARTIES UNLESS THAT SETTLEMENT FULLY RELIEVES THOSE INDEMNIFIED
PARTIES OF ANY LIABILITY WHATSOEVER FOR THAT INDEMNIFIED LIABILITY.

                  SECTION 8.16. Syndication Agent. The Syndication Agent shall
not have any rights, powers, obligations, liabilities, responsibilities or
duties under this Agreement other than those applicable to all Banks as such.
The foregoing also shall apply to the Arrangers and Co-Arrangers referred to on
the cover page of this Agreement.


<PAGE>

                                                                              80

                  SECTION 8.17. 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 8.18. 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:





<PAGE>


                                             ABN AMRO BANK N.V., HOUSTON
                                             AGENCY
                                             By:  ABN AMRO North America,
                                             Inc., as Agent

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


<PAGE>


                                             BANC ONE, N.A.

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

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

<PAGE>


                                             BANK OF AMERICA NT&SA

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


<PAGE>


                                             BANK OF MONTREAL, as
                                             Syndication Agent and as a
                                             Bank

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

                                                  Title:




<PAGE>


                                             THE BANK OF NEW YORK

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




<PAGE>


                                             THE BANK OF NOVA SCOTIA

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


<PAGE>


                                             BANK OF TOKYO-MITSUBISHI

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


<PAGE>


                                             BANQUE NATIONALE DE PARIS,
                                             HOUSTON AGENCY

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


<PAGE>



                                             BARCLAYS BANK PLC

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




<PAGE>


                                             THE CHASE MANHATTAN BANK, as
                                             Administrative Agent and as a
                                             Bank,

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




<PAGE>


                                             CREDIT SUISSE FIRST BOSTON

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

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


<PAGE>


                                             DEUTSCHE BANK AG NEW YORK
                                             AND/OR CAYMAN ISLANDS BRANCHES

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

                                               by

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


<PAGE>

                                             THE FIRST NATIONAL BANK OF
                                             CHICAGO

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




<PAGE>

                                             KREDIETBANK N.V.

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

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


<PAGE>


                                             MELLON BANK, N.A.

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




<PAGE>


                                             NATIONSBANK OF TEXAS, N.A.

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

                                                  Title:



<PAGE>


                                             THE NORTHERN TRUST COMPANY

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




<PAGE>

                                             ROYAL BANK OF CANADA

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




<PAGE>

                                             SOCIETE GENERALE, SOUTHWEST
                                             AGENCY

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


<PAGE>

                                             SUNTRUST BANK, ATLANTA

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

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



<PAGE>

                                             TORONTO DOMINION (TEXAS) INC.,

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




<PAGE>

                                             UNION BANK OF SWITZERLAND,
                                             HOUSTON AGENCY

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

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


<PAGE>

                                             WACHOVIA BANK, N.A.

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


<PAGE>

                                                                     EXHIBIT A-1

                      Form of Notice of Contract Borrowing

                                                                          [Date]

Chase Bank of Texas, N.A.
Energy Department
2200 Ross Avenue
3rd Floor
Dallas, Texas 75201

Attn:  Lee Beckelman
       Vice President

Ladies and Gentlemen:

                  The undersigned, Union Pacific Resources Group Inc., refers to
the U.S.$2,700,000,000 364 Day Competitive Advance/Revolving Credit Agreement,
dated as of March 2, 1998 (the "Credit Agreement", the terms defined therein
being used herein as therein defined), among the undersigned, certain Banks
party thereto, The Chase Manhattan Bank, as Administrative Agent for said Banks
and Bank of Montreal, as Syndication Agent, and hereby gives you notice,
irrevocably, pursuant to Section 2.02 of the Credit Agreement that the
undersigned hereby requests a Contract Borrowing under the Credit Agreement, and
in that connection sets forth below the information relating to such Contract
Borrowing (the "Proposed Contract Borrowing") as required by Section 2.02(a) of
the Credit Agreement:

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

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

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




<PAGE>

                                                                               2


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

                                             Very truly yours,
          

                                             UNION PACIFIC RESOURCES GROUP INC.,

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


<PAGE>


                                                                     EXHIBIT A-2

                     Form of Notice of Competitive Borrowing

                                                                          [Date]

Chase Bank of Texas, N.A.
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201

Attn:  Daniel Fischer

The Chase Manhattan Bank,
  as Administrative Agent
In care of The Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attn:  Daniel Fischer
Fax:   (212) 552-5777

Ladies and Gentlemen:

                  The undersigned, Union Pacific Resources Group Inc., refers to
the U.S.$2,700,000,000 364 Day Competitive Advance/Revolving Credit Agreement,
dated as of March 2, 1998 (the "Credit Agreement", the terms defined therein
being used herein as therein defined), among the undersigned, certain Banks
party thereto, The Chase Manhattan Bank, as Administrative Agent and Bank of
Montreal, as Syndication Agent, and hereby gives you notice pursuant to Section
2.03 of the Credit Agreement that the undersigned hereby requests a Competitive
Borrowing under the Credit Agreement, and in that connection sets forth the
terms on which Competitive Borrowing (the "Proposed Competitive Borrowing") is
requested to be made:

1.       Date of Competitive
         Borrowing (which is a
         Business Day)
                                             ---------------------------------

2.       Type of Competitive
         Advances comprising the
         Proposed Competitive
         Borrowing1
                                             ---------------------------------

-------------------
      1Eurodollar Rate Competitive Advance or Fixed Rate Competitive Advance.





<PAGE>

                                                                               2

3.       Amount of Competitive
         Borrowing2
                                             ---------------------------------
4.       Maturity Date3
                                             ---------------------------------
5.       Other Provisions, if any
                                             ---------------------------------


                                             Very truly yours,

                                             UNION PACIFIC RESOURCES GROUP INC.,

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




--------------------
      2Not less than $10,000,000 or greater than the annual aggregate Commitment
of the Bank and in integral multiples of $5,000,000.

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



<PAGE>


                                                                     EXHIBIT A-3

                    Form of Notice of Competitive Bid Request

[Name of Bank]

[Address of Bank]                                                         [Date]

Attention:

Ladies and Gentlemen:

                  Reference is made to the U.S.$2,700,000,000 364 Day
Competitive Advance/Revolving Credit Agreement (the "Credit Agreement") dated as
of March 2, 1998, among Union Pacific Resources Group Inc. ("Borrower"), the
Banks named therein, The Chase Manhattan Bank, as Administrative Agent and Bank
of Montreal, as Syndication Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The Borrower delivered a Notice of Competitive Borrowing
requesting a Competitive Bid on           , 19 pursuant to Section 2.03(a) of
the Credit Agreement and in that connection you are invited to submit a
Competitive Bid by [Date]/[Time]1. Your Competitive Bid must comply with Section
2.03(b) of the Credit Agreement and the terms set forth below on which the
Notice of Competitive

Borrowing was made:

(A)      Date of Competitive
         Borrowing
                                             ---------------------------------
(B)      Aggregate Principal Amount
         of Competitive Borrowing
                                             ---------------------------------
(C)      Interest Rate Basis
                                             ---------------------------------
(D)      Interest Period and the Last
         Day Thereof
                                             ---------------------------------

-------------------
      1The Competitive Bid must be received by the Administrative Agent (i) in
the case of Eurodollar Rate Competitive Advances, not later than 9:30 a.m., New
York City time, three Business Days before a proposed Competitive Borrowing, and
(ii) in the case of a Fixed Rate Competitive Borrowing, not later than 9:30
a.m., New York City time, on the date of a proposed Competitive Borrowing.




<PAGE>
                                                                               2



                                             Very truly yours,

                                             THE CHASE MANHATTAN BANK, as
                                             Administrative Agent

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




<PAGE>

                                                                     EXHIBIT A-4

                             Form of Competitive Bid
                             -----------------------

The Chase Manhattan Bank, as Administrative
  Agent for the Banks referred to below
In care of The Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

                                                                          [Date]

Attention:  Daniel Fischer
Fax:        (212) 552-5777

Ladies and Gentlemen:

                  The undersigned, [Name of Bank], refers to the
U.S.$2,700,000,000 364 Day Competitive Advance/Revolving Credit Agreement dated
as of March 2, 1998 (the "Credit Agreement"), among Union Pacific Resources
Group Inc. (the "Borrower"), the Banks named therein, The Chase Manhattan Bank,
as Administrative Agent and Bank of Montreal, as Syndication Agent. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby makes a
Competitive Bid pursuant to Section 2.03(a)(ii) of the Credit Agreement in
response to the Notice of Competitive Borrowing made by the Borrower on , 19 ,
and in that connection sets forth below the terms on which such Competitive Bid
is made:

(A)      Principal Amount1
                                             ---------------------------------
(B)      Competitive Bid Rate2
                                             ---------------------------------
(C)      Interest Period and the Last
         Day Thereof3
                                             ---------------------------------

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

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

      1Not less than $10,000,000 or greater than the available aggregate
Commitment and in integral multiples of $5,000,000. Multiple bids will be
accepted by the Administrative Agent.

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


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



<PAGE>

                                                                               2

                                             Very truly yours,

                                             [NAME OF BANK],

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



<PAGE>

                                                                     EXHIBIT A-5

                Form of Competitive Bid Acceptance/Reject Letter
                ------------------------------------------------

                                                                          [Date]

The Chase Manhattan Bank, as
  Administrative Agent under the
  Credit Agreement referred to below
The Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

Attention:  Daniel Fischer
Fax:        (212) 552-5777

Ladies and Gentlemen:

                  Reference is made to the U.S.$270,000,000 364 Day Competitive
Bid/Revolving Credit Agreement dated as of March 2, 1998 (the "Credit
Agreement"), among the Union Pacific Resources Group Inc. (the "Borrower"), the
Banks named therein, The Chase Manhattan Bank, as Administrative Agent and Bank
of Montreal, as Syndication Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.

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

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

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

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

The undersigned hereby rejects the following bids:

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

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

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




<PAGE>
                                                                               2


                  The $          should be deposited in The Chase Manhattan Bank
account number [insert number] on [insert date] [or] [wire transferred to (Name
of Bank) account number [insert number] [other wire instructions] on [date]].

                                             Very truly yours,

                                             UNION PACIFIC RESOURCES GROUP INC.,

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



<PAGE>

                                                                       EXHIBIT B

                   Form of Assignment and Acceptance Agreement

                                                                         , 19

                  Reference is made to the U.S.$2,700,000,000 364 Day
Competitive Advance/Revolving Credit Agreement, dated as of March 2, 1998 (the
"Credit Agreement") among Union Pacific Resources Group Inc., a Utah corporation
(the "Borrower"), the Banks (as defined in the Credit Agreement), The Chase
Manhattan Bank, as Administrative Agent for the Banks (the "Administrative
Agent") and Bank of Montreal, as Syndication Agent. Terms defined in the Credit
Agreement are used herein with the same meaning.

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

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

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


----------------
   1Specify percentage to no more than four decimal points.


<PAGE>

                                                                               2



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

                  4. The effective date for this Agreement and Acceptance shall
be           (the "Assignment Date")2. Following the execution of this Agreement
and Acceptance, it will be delivered to the Administrative Agent for acceptance
and recording by the Administrative Agent.

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

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

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

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



<PAGE>

                                                                               3

                                             [NAME OF ASSIGNOR],


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

                                             [NAME OF ASSIGNEE],

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

                                             DOMESTIC LENDING OFFICE (and
                                             address for notices)
                                             [Address]

                                             EURODOLLAR LENDING OFFICE
                                             [Address]

Accepted this     day
of            , 19

THE CHASE MANHATTAN BANK, as
Administrative Agent,

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




<PAGE>

                                                                     EXHIBIT C-1

                      Form of Opinion of Borrower's Counsel
                      -------------------------------------

                                                                         , 19

      To each of the Bank's party to
           the U.S.$2,700,000,000 364
           Day Competitive Advance/
           Revolving Credit Agreement,
           dated as of March 2, 1997
           among Union Pacific
           Resources Group Inc., the
           Banks party thereto, The
           Chase Manhattan Bank, as
           Administrative Agent for
           said Banks and Bank of
           Montreal, as Syndication
           Agent

                       Union Pacific Resources Group Inc.
                       ----------------------------------

Ladies and Gentlemen:

                  I am the General Attorney of Union Pacific Resources Group
Inc., a Utah corporation (the "Borrower"), and have acted in such capacity in
connection with the execution and delivery of the U.S.$2,700,000,000 364 Day
Competitive Advance/Revolving Credit Agreement, dated as of March 2, 1998 (the
"Agreement"), among the Borrower, the several banks party thereto, The Chase
Manhattan Bank, as Administrative Agent and Bank of Montreal, as Syndication
Agent. This opinion is delivered to you pursuant to Section 3.01(b) of the
Agreement. Terms used herein which are defined in the Agreement shall have the
respective meanings set forth in the Agreement, unless otherwise defined herein.

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

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

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





<PAGE>

                                                                               2


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

                  3. No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by the Borrower of the
Agreement and the consummation by the Borrower and the Acquisition Subsidiary of
the Transactions[, except such as have been duly obtained or made and are in
full force and effect].

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

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

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

                  This opinion is solely for the benefit of the addressees
hereof, any permitted assigns or participants of such addressees, and the law
firm of Cravath, Swaine & Moore for use in connection with the transactions in
connection with the Loan Papers and may not be relied upon by any other person
or entity or for any other purpose without my express written consent.


<PAGE>


                                                                               3


                                             Very truly yours


                                             Mark Jones
                                             General Attorney for
                                             Union Pacific Resources
                                               Group Inc.


<PAGE>

                                                                     EXHIBIT C-2

                 Form of Opinion of Borrower's New York Counsel
                 ----------------------------------------------

                                                                         , 19

Union Pacific Resources Group Inc.
801 Cherry Street

Fort Worth, TX 76102

To       each of the Banks party to the U.S.$2,700,000,000 364 Day Competitive
         Advance/ Revolving Credit Agreement, dated as of March 2, 1998 among
         Union Pacific Resources Group Inc., the Banks party thereto, The Chase
         Manhattan Bank, as Administrative Agent for said Banks and Bank of
         Montreal, as Syndication Agent

                       Union Pacific Resources Group Inc.
                       ----------------------------------

Ladies and Gentlemen:

                  We have acted as special counsel to Union Pacific Resources
Group Inc., a Utah corporation (the "Borrower"), in connection with the
execution and delivery of the U.S.$2,700,000,000 364 Day Competitive
Advance/Revolving Credit Agreement, dated as of March 2, 1998 (the "Agreement"),
among the Borrower, the several banks party thereto, The Chase Manhattan Bank,
as Administrative Agent and Bank of Montreal, as Syndication Agent. This opinion
is delivered to you pursuant to Section 3.01(b) of the Agreement. Terms used
herein which are defined in the Agreement shall have the respective meanings set
forth in the Agreement, unless otherwise defined herein.

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

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


<PAGE>

                                                                               2


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

                  2. No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery, and performance by the Borrower of the
Agreement and the consummation of the Transactions by the Borrower and the
Acquisition Subsidiary[, except such as have been duly obtained or made or are
in full force and effect].

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

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

                  This opinion is solely for the benefit of the addressees
hereof, any permitted assigns or participants of such addressees, and the law
firm of Cravath, Swaine & Moore for use in connection with the transactions in
connection with the Loan Papers and may not be relied upon by any other person
or entity or for any other purpose without my express written consent.


                                             Very truly yours,



<PAGE>

                                                                     SCHEDULE II


                             Principal Subsidiaries
                             ----------------------

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




<PAGE>

                                                                    SCHEDULE III



                                 Existing Liens
                                 --------------

                                      None


<PAGE>
                                                                     SCHEDULE IV


                               Proposed Amendments
                               -------------------

1.       Amend the definition of Principal Subsidiaries to include Norcen and
         the Acquisition Subsidiary.

2.       Amend the covenant restricting liens to provide that, so long as
         Norcen's capital stock constitutes "margin stock", such covenant shall
         not apply to Norcen's capital stock to the extent necessary to avoid
         "margin stock" constituting more than 25% of the value of the assets
         subject to such covenant.

3.       Amend the limitation on debt of the Borrower's subsidiaries to permit
         (a) debt of the Acquisition Subsidiary, Norcen and their respective
         subsidiaries not exceeding US$1.4 billion aggregate principal amount at
         any time outstanding and (c) debt of subsidiaries (other than the
         Acquisition Subsidiary, Norcen and their respective subsidiaries), not
         exceeding US$150,000,000 at any time outstanding.

4.       Amend the Borrower's covenants regarding its maximum ratio of total
         debt to total capital to require that such ratio not exceed (a) 75%
         prior to the date eighteen months after the Closing Date and (b) 65% at
         any time thereafter.

5.       Amend the cross-acceleration default to apply to acceleration of, or
         failure 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 in excess of $50,000,000.

6.       Amend the pricing under the Existing Credit Agreement dated April 16,
         1996, to add the following categories:

                                    Facility Fee               LIBOR Spread
                                    ------------               ------------

         BBB/Baa2                     15.0 bps                   22.5 bps
         (less than) BBB/Baa2         15.0 bps                   30.0 bps