<PAGE>

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

                                U.S. $300,000,000                  Exhibit 10.24

             364 DAY COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT

                                      among

                       UNION PACIFIC RESOURCES GROUP INC.,
                                   as Borrower

                                       and

                    TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
                             as Administrative Agent

                                       and

                            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 NAMED HEREIN,
                                    as Banks

                          Dated as of November 25, 1997

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


<PAGE>

             364 DAY COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT

                  This 364 DAY COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT is
entered into as of November 25, 1997, among UNION PACIFIC RESOURCES GROUP INC.,
a Utah corporation (the "Borrower"), the Banks (hereinafter defined), TEXAS
COMMERCE BANK NATIONAL ASSOCIATION, as Administrative Agent (hereinafter
defined), THE CHASE MANHATTAN BANK, as Auction Administration Agent (hereinafter
defined), BANK OF AMERICA NT&SA, as Documentation Agent (as hereinafter
defined), and NATIONSBANK OF TEXAS, N.A., as Syndication Agent (as hereinafter
defined).

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

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

                  "Adjusted CD Rate" means, for each Adjusted CD Rate Advance
comprising part of the same Contract Borrowing, an interest rate per annum equal
to the lesser of (i) the Maximum Rate and (ii) the sum of (a) a rate per annum
equal to the product of (i) the Fixed CD Rate in effect for the Interest Period
then applicable to such Advance and (ii) 1.00 plus the Domestic Reserve
Percentage, plus (b) the Assessment Rate. For purposes hereof, the term "Fixed
CD Rate" shall mean the arithmetic average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the prevailing rates per annum bid at or about 10:00
a.m. (New York City time) to Administrative Agent on the first Business Day of
the Interest Period then applicable to such Contract Borrowing by three
negotiable certificate of deposit dealers of recognized standing for the
purchase at face value of negotiable certificates of deposit of Administrative
Agent in a principal amount approximately equal to Administrative Agent's
portion of such Contract Borrowing and with a maturity comparable to such
Interest Period.

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

                  "Adjusted CD Rate Contract Borrowing" means a Contract
Borrowing that bears interest based on the Adjusted CD Rate.

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

                  "Advance" means any Contract Advance or Competitive Advance.

                  "Affiliate" of a Person means any other individual or entity
who directly or indirectly controls, is controlled by, or is under common
control with that Person; provided that, for purposes of Sections 4.01(k) and
5.02(g) hereof, the Subsidiaries of Borrower shall not be considered Affiliates
of the Borrower or any Subsidiary (including any Restricted Subsidiary), and
Borrower shall not be considered an "Affiliate" of a Subsidiary (including any
Restricted Subsidiary). For purposes of such definition, "control," "controlled

by," and "under common control with" mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of voting securities or other interests, by contract, or
otherwise).

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

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

<PAGE>

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the lesser of (i) the Maximum Rate and (ii) the greatest of (a) the
Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day
plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2
of 1%. For purposes hereof, "Prime Rate" shall mean the rate of interest per
annum publicly announced from time to time by the Administrative Agent as its
prime rate in effect at its principal office in Houston, Texas (which prime rate
may not necessarily represent the lowest or best rate actually charged to a
customer); each change in the Prime Rate shall be effective on the date such
change is publicly announced as effective. "Base CD Rate" shall mean the sum of
(a) the product of (i) the Three-Month Secondary CD Rate and (ii) 1.00 plus the
Domestic Reserve Percentage and (b) the Assessment Rate. "Three-Month Secondary
CD Rate" shall mean, for any day, the secondary market rate for three-month
certificates of deposit reported as being in effect on such day (or, if such day
shall not be a Business Day, the next preceding Business Day) by the Board of
Governors of the Federal Reserve System through the public information telephone
line of the Federal Reserve Bank of New York (which rate will, under the current
practices of such Board, be published in Federal Reserve Statistical Release
H.15(519) during the week following such day), or, if such rate shall not be so
reported on such day or such next preceding Business Day, the average (rounded
upwards, if necessary, to the next 1/16 of 1%) of the secondary market
quotations for three-month certificates of deposit of major money center banks
received at approximately 10:00 a.m. (New York City time) on such day (or, if
such day shall not be a Business Day, on the next preceding Business Day) by the
Administrative Agent from three New York City negotiable certificate of deposit
dealers of recognized standing selected by it. "Federal Funds Effective Rate"
shall mean, for any day, the weighted average (rounded upwards, if necessary, to
the next 1/16 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
Dallas, or, if such rate is not so published for any day which is a Business
Day, the average (rounded upwards, if necessary, to the next 1/16 of 1%) of the
quotations for the day of such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it. If for
any reason the Administrative Agent shall have determined (which determination
shall be conclusive absent manifest error) that it is unable to ascertain the
Base CD Rate or the Federal Funds Effective Rate or both for any reason,
including the inability of the Administrative Agent to obtain sufficient
quotations in accordance with the terms hereof, the Alternate Base Rate shall be
determined without regard to clause (b) or (c),or both, of the first sentence of

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

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

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

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

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

Equal to or higher than A by S&P;            .295%                .17%               .055%

Equal to or higher than A2 by Moody's
</TABLE>

                                        2

<PAGE>

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

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

A- by S&P;                                   .315%                .19%               .06%


A3 by Moody's

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

BBB+ by S&P;                                 .35%                 .225%              .075%

Baa1 by Moody's

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

BBB by S&P;                                  .40%                 .275%              .10%

Baa2 by Moody's

               Category 5
               ----------

Lower than BBB by S&P;                       .425%                .30%               .15%

Lower than Baa2 by Moody's
</TABLE>


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


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

                  "Applicable Rate" means:

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

                                        3

<PAGE>

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

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

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

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Bank and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit B hereto.

                  "Auction Administration Agent" means The Chase Manhattan Bank
and its successors as Auction Administration Agent under this Agreement.

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

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

                  "Business Day" means a day of the year on which banks are not
required or authorized to close in Dallas, Texas, and, if the applicable

Business Day relates to any Eurodollar Rate Advances, on which dealings are
carried on in the London interbank market.

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

                  "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).

                                        4

<PAGE>

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

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

                  "Debt" means (i) indebtedness for borrowed money, (ii)
obligations evidenced by bonds, debentures, notes or other similar instruments,
(iii) obligations to pay the deferred purchase price of property (excluding
obligations under agreements for the purchase of goods in the normal course of
business, but including obligations under agreements relating to the issuance of
performance letters of credit or acceptance financing), (iv) obligations as

lessee under leases which shall have been or should be, in accordance with
generally accepted accounting principles, recorded as capital leases, (v)
obligations as account party under all letters of credit, and without
duplication, all drafts drawn and unpaid thereunder; (vi) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (v) above; and (vii) liabilities in respect
of unfunded vested benefits under Plans covered by Title IV of ERISA; provided
that, "Debt" of the Borrower and its Subsidiaries shall not include (a) any
rental obligations, guaranties, or other lease obligations or financial
assurances existing on the date of this Agreement and relating to the leveraged
lease of the Corpus Christi, Texas, petrochemical complex and refinery, or (b)
any obligations as account party under letters of credit issued in connection
with, or in lieu of, any obligations described in the preceding clause (a)
arising at any time after the date of this Agreement.

                  "Documentation Agent" means Bank of America NT&SA, and its
permitted successor or successors as documentation agent for the Banks under
this Agreement.

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

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

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

                  "Eligible Assignee" means: (a) any of the following entities,
if approved in writing by the Borrower (if no Event of Default then exists) and
Administrative Agent: (i) a commercial bank organized under the laws of the
United States, or any state thereof, and having total assets in excess of
$3,000,000,000 and a combined capital and surplus of at least $150,000,000; (ii)
a commercial bank organized under the laws of any other country which is a
member of the OECD, or a political subdivision of any such country, and having
total assets in excess of $3,000,000,000 and a combined capital and surplus of

at least $150,000,000, provided that such bank is acting through a branch or
agency located in the United States, in the country in which it is organized or
in another country which is also a member of the OECD; and (iii) the central
bank of any country which is a member of the OECD, or (b) a Bank or an Affiliate
of any Bank.

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

                                        5

<PAGE>

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is a member and
which is under common control within the meaning of the regulations under
Section 414 of the Code.

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

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

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

                  "Eurodollar Rate Advance" means any Eurodollar Rate Contract
Advance or Eurodollar Rate Competitive Advance.

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


                  "Eurodollar Rate Contract Advance" means a Contract Advance
which bears interest based on the Eurodollar Rate.

                  "Eurodollar Rate Contract Borrowing" means a Contract
Borrowing that bears interest based on the Eurodollar Rate.

                  "Eurodollar Rate Reserve Percentage" of any Bank for any
Eurodollar Rate Advance means the reserve percentage applicable to such Bank on
(i) in the case of a Contract Advance, the first day of the Interest Period then
applicable to such Contract Advance and (ii) in the case of a Competitive
Advance, the date of such Competitive Advance, under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
under Regulation D promulgated by the Board of Governors of the Federal Reserve
System, or any successor or supplemental regulations, then applicable to such
Bank with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period or the term
of such Competitive Advance, as the case may be.

                  "Events of Default" has the meaning specified in Section 6.01.

                  "Existing Credit Agreement" means that certain Competitive
Advance/Revolving Credit Agreement dated as of April 16, 1996 (as amended,
extended, renewed, or restated), by and among Borrower, Texas Commerce Bank
National Association as Administrative Agent, The Chase Manhattan Bank as
Auction Administration Agent, Bank of 

                                        6

<PAGE>

America NT&SA as Documentation Agent, NationsBank of Texas, N.A. as Syndication
Agent, and certain other Banks named therein.

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

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

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

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

                  "Interest Period" means, (i) for each Contract Advance
comprising part of the same Contract Borrowing, the period commencing on the
date of such Contract Advance or on the last day of the immediately preceding
Interest Period applicable to such Contract Advance, as the case may be, and

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

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

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

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

                  "Lien" means any mortgage, pledge, lien, encumbrance, charge,
or security interest of any kind, granted, or created to secure Debt.

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

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

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

                                        7


<PAGE>

                  "Maturity Date" November 23, 1998 (or such later date to which
the Commitments are extended in accordance with Section 2.10).

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

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

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

                  "Notice of Contract Borrowing" has the meaning specified in
Section 2.02(a).

                  "Notice of Competitive Borrowing" has the meaning specified in
Section 2.03(a).

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

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

                  "Participating Bank" has the meaning specified in Section
2.03(a)(v).

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

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

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

                  "Principal Property" means (i) any property owned or leased by
the Borrower or any Subsidiary, or any interest of the Borrower or any
Subsidiary in property, which is considered by the Borrower to be capable of
producing oil, gas, or minerals in commercial quantities, (ii) any refinery,

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

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

                  "Register" has the meaning specified in Section 8.07(c).

                                        8

<PAGE>

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

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

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

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

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

                  "Termination Date" means the Maturity Date or the earlier date
of termination in whole of the Commitments pursuant to Section 2.06 or 6.01.


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

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

                  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.

                                        9

<PAGE>

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 by Section 8.07 (such Bank's obligation to make
such Contract Advances being hereinafter referred to as such Bank's
"Commitment"); provided, however, that at no time shall the aggregate
outstanding principal amount of Contract Advances and Competitive Advances

exceed the aggregate amount of the Commitments. Each Contract Borrowing shall be
in an aggregate amount of not less than $10,000,000 (subject to the terms of
this Section 2.01(a)) or an integral multiple of $1,000,000 in excess thereof
and shall consist of Contract Advances of the same Type made on the same day by
the Banks ratably accordingly to their respective Commitments.

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

                  SECTION 2.02 Making the Contract Advances.

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

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

                           (c) Unless the Administrative Agent shall have
received notice from a Bank prior to the date of any Contract Borrowing that
such Bank will not make available to the Administrative Agent such Bank's

ratable portion of such Contract Borrowing, the Administrative Agent may assume
that such Bank has made such portion available to the Administrative Agent on
the date of such Contract Borrowing in accordance with Section 2.02(a) and the
Administrative Agent may, in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent that such
Bank shall not have so made such ratable portion available to 

                                       10

<PAGE>

the Administrative Agent, such Bank and the Borrower severally agree to repay to
the Administrative Agent forthwith on demand such corresponding amount, together
with interest thereon, for each day from the date such amount is made available
to the Borrower until the date such amount is repaid to the Administrative
Agent, at (i) in the case of the Borrower, the interest rate applicable at the
time to Contract Advances comprising such Contract Borrowing and (ii) in the
case of such Bank, an interest rate equal at all times to the Federal Funds
Effective Rate. If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank's
Contract Advance as part of such Contract Borrowing for purposes of this
Agreement.

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

                  SECTION 2.03 The Competitive Advances.

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

                                    (i) The Borrower may request a Competitive
                           Borrowing under this Section 2.03 by delivering to
                           the Administrative Agent and Auction Administration
                           Agent, (A) in the case of a Borrowing consisting of
                           Fixed Rate Competitive Advances, by not later than
                           10:30 a.m. (New York City time) one Business Day
                           prior to the day of the proposed Competitive
                           Borrowing, and (B) in the case of a Borrowing
                           consisting of Eurodollar Rate Competitive Advances,
                           by not later than 10:30 a.m. (New York City time) on
                           the fourth Business Day prior to the date of the
                           proposed Competitive Borrowing, a notice of a
                           Competitive Borrowing (a "Notice of Competitive

                           Borrowing"), in substantially the form of Exhibit A-2
                           hereto, specifying the proposed (1) date of such
                           Competitive Borrowing, (2) Type of Competitive
                           Advances comprising such Competitive Borrowing, (3)
                           aggregate amount, which shall not be less than
                           $10,000,000 or an integral multiple of $1,000,000 in
                           excess thereof) of such Competitive Borrowing, (4)
                           maturity date for repayment of each Competitive
                           Advance to be made as part of such Competitive
                           Borrowing (which maturity date shall be, in the case
                           of a Fixed Rate Competitive Borrowing, not earlier
                           than seven days after the date of such Borrowing,
                           and, in the case of a Eurodollar Rate Competitive
                           Borrowing, not later than 1 month or 2, 3 or 6 months
                           after the date of such Borrowing, as the Borrower
                           shall elect) and (5) any other terms to be applicable
                           to such Competitive Borrowing. The Auction
                           Administration Agent shall in turn promptly deliver
                           (by cable or telecopy) to each Bank a notice of
                           competitive bid request, in substantially the form of
                           Exhibit A-3, notifying the Banks of each request for
                           a Competitive Borrowing received by it from the
                           Borrower and of the terms contained in such Notice of
                           Competitive Borrowing.

                                    (ii) Each Bank shall, if, in its sole
                           discretion, it elects to do so, irrevocably offer to
                           make one or more Competitive Advances to the Borrower
                           as part of such proposed Competitive Borrowing at a
                           rate or rates of interest specified by such Bank in
                           its sole discretion, by notifying (by telecopy, cable
                           or telephone [in the case of telephone, immediately
                           confirmed by telecopy]) the Auction Administration
                           Agent (which shall give prompt notice thereof to the
                           Borrower), (A) in the case of a Fixed Rate
                           Competitive Borrowing, before 10:00 a.m. (New York
                           City time) on the date of such proposed Competitive
                           Borrowing specified in the Notice of Competitive
                           Borrowing delivered with respect thereto, and (B) in
                           the case of a Eurodollar Rate Competitive Borrowing,
                           before 10:00 a.m. (New York City time) on the third
                           Business Day prior to the date of such proposed
                           Competitive Borrowing specified in the Notice of
                           Competitive Borrowing delivered with respect thereto,
                           of the maximum amount of each Competitive Advance
                           which such Bank would be

                                       11

<PAGE>

                           willing to make as part of such proposed Competitive
                           Borrowing (which amount may, subject to the proviso
                           to the first sentence of this Section 2.03(a), exceed

                           such Bank's Commitment), the rate or rates of
                           interest therefor (and whether reserves are included
                           therein) and such Bank's Applicable Lending Office
                           with respect to each such Competitive Advance and any
                           other terms and conditions required by such Bank;
                           provided that, if Auction Administration Agent in its
                           capacity as a Bank shall, in its sole discretion,
                           elect to make any such offer, it shall notify the
                           Borrower of such offer before 9:45 a.m. (New York
                           City time) on the date specified herein for notice of
                           offers by the other Banks. Each competitive bid shall
                           be submitted by a Bank to the Auction Administration
                           Agent on a competitive bid form substantially similar
                           to Exhibit A-4. If any Bank shall fail to notify the
                           Auction Administration Agent, before the time
                           specified herein for notice of offers, that it elects
                           to make such an offer, such Bank shall be deemed to
                           have elected not to make such an offer, and such Bank
                           shall not be obligated or entitled to, and shall not,
                           make any Competitive Advance as part of such
                           Competitive Borrowing. If any Bank shall provide
                           telephonic notice to the Auction Administration Agent
                           of its election to make an offer, but such telephonic
                           notice has not been confirmed by telecopy to the
                           Auction Administration Agent at or before the time
                           specified herein for notice of offers, the Auction
                           Administration Agent may, in its sole discretion and
                           without liability to such Bank or the Borrower, elect
                           whether or not to provide notice thereof to the
                           Borrower.

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

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

                                             (B) accept one or more of the
                                    offers made by any Bank or Banks pursuant to
                                    paragraph (ii) above, in its sole
                                    discretion, by giving notice to the Auction
                                    Administration Agent of the amount of each
                                    Competitive Advance (which amount shall be

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

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

                                    (v) If the Borrower accepts one or more of
                           the offers made by any Bank or Banks pursuant to
                           paragraph (iii)(B) above, such offer or offers and
                           the Notice of Competitive Borrowing in respect
                           thereof shall constitute a supplement to this
                           Agreement in respect of such Competitive Borrowing
                           and the Competitive Advances made pursuant thereto,
                           and the Auction Administration Agent shall in turn
                           promptly notify (A) each Bank that has made an offer
                           as described in paragraph (ii) above of the date and
                           aggregate amount of such Competitive Borrowing, the
                           interest rate thereon, and whether or not any offer
                           or offers made by such Bank pursuant to paragraph
                           (ii) above

                                       12

<PAGE>

                           have been accepted by the Borrower, and (B) each Bank
                           that is to make a Competitive Advance as part of such
                           Competitive Borrowing (a "Participating Bank" as to
                           such Competitive Borrowing) of the amount of each
                           Competitive Advance to be made by such Bank as part
                           of such Competitive Borrowing and the maturity date
                           for the repayment of each such Competitive Advance
                           (together with a confirmation of the Auction

                           Administration Agent's understanding of the interest
                           rate and any other terms applicable to each such
                           Competitive Advance; the Auction Administration Agent
                           shall assume, unless notified by such Bank to the
                           contrary, that its understanding of such information
                           is correct). Each such Participating Bank shall,
                           before 12:00 noon (New York City time) on the date of
                           such Competitive Borrowing specified in the notice
                           received from the Auction Administration Agent
                           pursuant to clause (A) of the preceding sentence,
                           make available for the account of its Applicable
                           Lending Office to the Administrative Agent (at its
                           address referred to in Section 8.02) such Bank's
                           portion of such Competitive Borrowing, in same-day
                           funds. Upon fulfillment of the applicable conditions
                           set forth in Article III and after receipt by the
                           Administrative Agent of such funds, the
                           Administrative Agent will make such funds available
                           to the Borrower at the Administrative Agent's
                           aforesaid address. Promptly after each Competitive
                           Borrowing, the Auction Administration Agent will
                           notify each Bank of the amount of the Competitive
                           Borrowing, such Bank's Competitive Reduction
                           resulting therefrom, and the date upon which such
                           Competitive Reduction commenced and is anticipated to
                           terminate.

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

                  SECTION 2.04 Conversion and Continuation of Contract
Borrowings. The Borrower shall have the right at any time upon prior irrevocable
notice to the Administrative Agent (i) not later than 12:00 noon (New York City
time), one Business Day prior to conversion, to convert any Borrowing consisting
of Eurodollar Rate Contract Advances or Adjusted CD Rate Advances into a
Borrowing consisting of Alternate Base Rate Advances, (ii) not later than 10:00
a.m. (New York City time), two Business Days prior to conversion or
continuation, to convert any Borrowing consisting of Eurodollar Rate Contract
Advances or Alternate Base Rate Advances into a Borrowing consisting of Adjusted
CD Rate Advances or to continue any Borrowing consisting of Adjusted CD Rate
Advances for an additional Interest Period, (iii) not later than 10:00 a.m. (New
York City time), three Business Days prior to conversion or continuation, to
convert any Borrowing consisting of Alternate Base Rate Advances or Adjusted CD
Rate Advances into a Borrowing consisting of Eurodollar Rate Contract Advances
or to continue any Borrowing consisting of Eurodollar Contract Advances for an
additional Interest Period, (iv) not later than 10:00 a.m. (New York City time),
three Business Days prior to conversion, to convert the Interest Period with
respect to any Borrowing consisting of Eurodollar Rate Contract Advances to
another permissible Interest Period, and (v) not later than 10:00 a.m. (New York
City time), two Business Days prior to conversion, to convert the Interest
Period with respect to any Borrowing consisting of Adjusted CD Rate Advances to
another permissible Interest Period, subject in each case to the following:


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

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

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

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

                                       13

<PAGE>

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

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

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

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

                  Each notice pursuant to this Section 2.04 shall be irrevocable
and shall refer to this Agreement and specify (i) the identity and amount of the
Contract Borrowing that the Borrower requests be converted or continued, (ii)
whether such Contract Borrowing is to be converted to or continued as a
Borrowing consisting of Eurodollar Rate Contract Advances, Adjusted CD Rate
Advances, or Alternate Base Rate Advances, (iii) if such notice requests a
conversion, the date of such conversion (which shall be a Business Day), and
(iv) if such Contract Borrowing is to be converted to or continued as a
Borrowing consisting of Eurodollar Rate Contract Advances or Adjusted CD Rate
Advances, the Interest Period with respect thereto. If no Interest Period is
specified in any such notice with respect to any conversion to or continuation
as a Borrowing consisting of Eurodollar Rate Contract Advances or Adjusted CD

Rate Advances, the Borrower shall be deemed to have selected an Interest Period
of one month's duration, in the case of a Borrowing consisting of Eurodollar
Rate Contract Advances, or 30 days' duration, in the case of a Borrowing
consisting of Adjusted CD Rate Advances. The Administrative Agent shall advise
the other Banks of any notice given pursuant to this Section 2.04 and of each
Bank's portion of any converted or continued Contract Borrowing. If the Borrower
shall not have given notice in accordance with this Section 2.04 to continue any
Contract Borrowing into a subsequent Interest Period (and shall not otherwise
have given notice in accordance with this Section 2.04 to convert such Contract
Borrowing), such Contract Borrowing shall, at the end of the Interest Period
applicable thereto (unless 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) for the period from and
including the Closing Date, up to but excluding the Termination Date at a rate
per annum equal to the Applicable Margin for Facility Fees. Accrued facility
fees shall be payable in arrears, commencing on the 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 Termination Date.

                           (b) Fees of Administrative Agent and Chase Securities
Inc. Borrower shall pay to Administrative Agent and Chase Securities Inc.,
solely for their own respective accounts, the fees described in the separate
letter agreement dated November 5, 1997, among the Borrower, Administrative
Agent, and Chase Securities Inc. on the dates specified therein.

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

                                       14

<PAGE>

                  SECTION 2.07 Repayment of Advances; Prepayment.

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

                           (b) The Borrower shall repay to the Administrative
Agent, for the account of each Participating Bank which has made a Competitive

Advance, on the maturity date of each Competitive Advance (such maturity date
being that specified by the Borrower for repayment of such Competitive Advance
in the Notice of Competitive Borrowing delivered with respect thereto) the then
unpaid principal amount of such Competitive Advance.

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

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

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

                                    (ii) Competitive Advances. If such Advance
                           is a Competitive Advance, a rate per annum equal at
                           all times from the date of such Advance until the
                           maturity thereof to the rate of interest for such
                           Competitive Advance specified by the Participating
                           Bank making such Competitive Advance in its notice
                           with respect thereto delivered pursuant to Section
                           2.03 (a)(ii) above, payable on the proposed maturity
                           date specified by the Borrower for such Competitive
                           Advance in the related Notice of Competitive
                           Borrowing delivered pursuant to Section 2.03 (a)(i)
                           above; provided, that in the case of Advances with

                           maturities of greater than three months, interest
                           shall be payable at the end of each three-month
                           period for such Advance.

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

                  SECTION 2.09 Alternate Rate of Interest. If Banks having more
than 66-2/3% of the Commitments shall, at least one Business Day before the date
of any requested Borrowing, notify the Administrative Agent that the Eurodollar
Rate for any Eurodollar Rate Advances or the Adjusted CD Rate for any Adjusted
CD Rate Advances comprising such Borrowing will not adequately reflect the cost
to such Banks of making or funding their respective 

                                       15

<PAGE>

Advances for such Borrowing, the right of the Borrower to select Advances of
such Type for such Borrowing or any subsequent Borrowing shall be suspended
until the Administrative Agent shall notify the Borrower and the Banks that the
circumstances causing such suspension no longer exist, and (i) any request by
the Borrower for a Eurodollar Rate Competitive Advance shall be of no force and
effect and shall be denied by the Administrative Agent and (ii) any request by
the Borrower for a Eurodollar Rate Contract Advance or an Adjusted CD Rate
Advance shall be deemed to be a request for an Alternate Base Rate Advance.

                  SECTION 2.10 Optional Renewal of Commitments.

                           (a) Optional Renewal Procedures. Borrower may request
that the Maturity Date be extended for all or a portion of the Commitments to a
date which is no later than the 364th day after the then-current Maturity Date;
provided that, any such extension request shall be made in writing (an
"Extension Request") by Borrower and delivered to Administrative Agent no more
than 30 days prior to (but no later than 20 days prior to) the then-current
Maturity Date. Promptly upon receipt of an Extension Request, Administrative
Agent shall notify Banks of such request.

                                    (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 20
                           days prior to (but no later than 10 days prior to)
                           the then-effective Maturity 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 Commitments will terminate on the
                           then-current Maturity Date. If the Banks holding at
                           least 51% of the Commitments consent to the Extension
                           Request by the Response Date, the Maturity 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 then-current Maturity 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 in this Section 2.10(a) 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 (as used in
                           this Section 2.10(a), the "Rejected Amount"). Each
                           Accepting Bank shall have the right, but not the
                           obligation, to elect to increase its respective
                           Commitments 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 (as used in this Section 2.10(a), 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 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 

                                       16

<PAGE>

                                    be reduced on the Maturity Date on which the
                                    applicable approved extension is effective
                                    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)). Each
                                    Rejecting Bank shall have no further
                                    obligation or Commitment following the
                                    Maturity Date on which the applicable
                                    approved extension is effective, other than
                                    any obligation accruing prior to such date
                                    as provided herein.

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

                                             (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.

                                             (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 by the amount of the Rejected
                                    Amount (to the extent not replaced by the
                                    Accepting Banks or the Purchasing Banks, if
                                    any).

                           (b) Acknowledgments Regarding Obligation to Renew.
Borrower acknowledges that (i) neither Administrative Agent nor any Bank has
made any representations to Borrower regarding its intent to agree to any
extensions set forth in this Section, (ii) neither Administrative Agent nor any
Bank shall have any obligation to extend the Commitments (or any portion
thereof), and (iii) Administrative Agent's and Banks' agreement to one or more
extensions shall not commit Administrative Agent or the Banks to any additional
extensions.

                           (c) Payment to Rejecting Banks. If, after giving
effect to any transfer of a Rejecting Bank's Commitments to an Accepting Bank or
a Purchasing Bank under Section 2.10(a)(ii) above, there are any amounts 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 Maturity Date prior to
giving effect to the approved extension under Section 2.10(a)(i) above.

                  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, in the case of Adjusted CD Rate Advances,
included in the Domestic Reserve Percentage or, in the case of Eurodollar Rate
Advances, included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation of any law or regulation or (ii) the compliance with any
guideline or request received from any central bank or other governmental
authority after the date hereof (whether or not having the force of law), there
shall be any increase in the cost to any Bank of agreeing to make or making,
funding, or maintaining Adjusted CD Rate Advances or Eurodollar Rate Advances,
then the Borrower shall from time to time, 

                                       17

<PAGE>

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 or the CD Lending
Office of such Bank, it will, if requested by the Borrower and to the extent
permitted by law or the relevant governmental authority, endeavor in good faith
and consistent with its internal policies to avoid or minimize the increase in
costs resulting from such event by endeavoring to change its Eurodollar Lending
Office or CD Lending Office, as appropriate; provided, however, that such
avoidance or minimization can be made in such a manner that such Bank, in its
sole determination, suffers no economic, legal, or regulatory disadvantage. A
certificate as to the amount of and specifying in reasonable detail the basis
for such increased cost, submitted to the Borrower and the Administrative Agent
by such Bank, shall constitute such demand and shall, in the absence of manifest
error, be conclusive and binding for all purposes.

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

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

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

                                       18

<PAGE>

                  SECTION 2.13 Change in Legality. If any Bank shall, at least
three Business Days before the date of any requested Borrowing consisting of
Eurodollar Rate Advances or at least two Business Days before the date of any
requested Borrowing consisting of Adjusted CD Rate Advances, notify the
Administrative Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or that any central
bank or other governmental authority asserts that it is unlawful, for such Bank
or its Applicable Lending Office to perform its obligations hereunder to make,
fund, or maintain Eurodollar Rate Advances or Adjusted CD Rate Advances
hereunder, the right of the Borrower to select Advances of such Type from such
Bank for such Borrowing or any subsequent Borrowing shall be suspended until
such Bank shall notify the Administrative Agent that the circumstances causing
such suspension no longer exist; and during the period when such obligation of
such Bank is suspended, any Borrowing consisting of Eurodollar Rate Advances or
Adjusted CD Rate Advances, as the case may be, shall not exceed the Commitments
of the other Banks less the aggregate amount of any Competitive Advances then
outstanding, and shall be made by the other Banks pro rata according to their
respective Commitments.

                  SECTION 2.14 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 Adjusted CD Rate, the
Eurodollar Rate, or the Fixed Rate shall be made by the Administrative Agent on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest or fees are payable. Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

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

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

                           (e) Each Bank shall maintain on its books a loan
account in the name of the Borrower in which shall be recorded all Advances made
by such Bank to the Borrower, the interest rate, and the maturity date of each
such Advance and all payments of principal and interest made by the Borrower
with respect to such Advances. The obligation of the Borrower to repay the
Advances made by each Bank and to pay interest thereon shall be evidenced by the
entries from time to time made in the loan account of such Bank maintained
pursuant to this Section 2.14(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 

                                       19

<PAGE>

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 force of law), or (ii) any change after the date hereof in any law,
regulation, treaty, directive, or guideline (whether or not having the force of
law), or (iii) any change after the date hereof in the interpretation or
application of any law, regulation, treaty, directive, or guideline (whether or
not having the force of law), or (iv) any such taxes, imposts, duties, charges,
fees, deductions, or withholdings being imposed, levied, collected, withheld, or
assessed at a greater rate than the rate that would have been applicable had
such an introduction or change not been made, but only to the extent of the
increase in such rate ("Withholding Taxes"). If any Withholding Taxes are
required to be withheld from any amounts payable to or for the account of any
Bank hereunder, the amounts so payable to or for the account of such Bank shall
be increased to the extent necessary to yield to such Bank (after payment of all
Withholding Taxes) interest or any such other amounts payable hereunder at the
rates or in the amounts payable to or for the account of such Bank under this
Agreement prior to such introduction or change. Whenever any Withholding Tax is
payable by the Borrower, as promptly as possible thereafter, the Borrower shall
send to the Administrative Agent, for the account of such Bank, a certified copy
of an original official receipt showing payment thereof. If the Borrower fails
to pay any Withholding Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent, for the account of any Bank the
required receipts or other required documentary evidence, the Borrower shall
indemnify such Bank or the Administrative Agent for any incremental taxes,
interest, or penalties that may become payable by such Bank or the
Administrative Agent as a result of any such failure.

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

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

                                       20

<PAGE>

                           (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 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 the (i) the amount of such Bank's required repayment
bears to (ii) the total amount so recovered from the purchasing Bank) of any
interest or other amount paid or payable by the purchasing Bank in respect of
the total amount so recovered. The Borrower agrees that any Bank so purchasing a
participation from another Bank pursuant to this Section 2.16 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 Adjusted CD Rate Advance or any Eurodollar Rate
Contract Advance, shall be the last day of an Interest Period and, for any
Competitive Advance, shall 

                                       21

<PAGE>

be the maturity date of such Competitive Advance. On any Removal Date, the
Borrower shall repay all the outstanding Advances of the affected Bank
applicable to such Removal Date, together with all accrued interest, fees, and
all other amounts owing hereunder to such Bank. Upon each such Removal Date and

receipt of the related payment referred to above, the Commitment relating to the
Advances so paid on such Removal Date, together with all unused Commitment, of
such affected Bank shall terminate, and such Bank shall cease thereafter to
constitute a Bank hereunder. The Borrower shall have the right to offer to one
or more Banks the right to increase their Commitments up to, in the aggregate
for all such increases, the Commitment of any Bank which is removed pursuant to
the foregoing provisions of this Section 2.17 (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 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.

ARTICLE III. CONDITIONS OF LENDING

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

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

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

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

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


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

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

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

                                       22

<PAGE>

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

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

                           (a) the representations and warranties contained in
                  Section 4.01 (excluding for all Borrowings, other than the
                  initial Borrowings, those contained in subsections (f), (j),
                  (k), and (l) thereof) are correct on and as of the date of
                  such Borrowing, before and after giving effect to such
                  Borrowing and to the application of the proceeds therefrom, as
                  though made on and as of such date; and

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

ARTICLE IV. REPRESENTATIONS AND WARRANTIES

                  SECTION 4.01 Representations and Warranties of the Borrower.
The Borrower represents and warrants as follows:


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

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

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

                           (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.

                                       23

<PAGE>

                                   (ii) The statement of consolidated financial
position of the Borrower and its consolidated Subsidiaries as of June 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 June 30, 1997, there has been no material
adverse change in such condition or operations.

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

whole.

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

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

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

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

                           (k) Except as disclosed in public documents filed
with the Securities and Exchange Commission or otherwise disclosed publicly on
or prior to the date of the initial Borrowing, neither Borrower nor any
Restricted Subsidiary is a party to a material transaction with any of its
Affiliates, other than transactions in the ordinary course of business and upon

fair and reasonable terms not materially less favorable than the Borrower or
such Restricted 

                                       24

<PAGE>

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 the Existing Credit
Agreement 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 the
Existing Credit Agreement exists.

ARTICLE V. COVENANTS OF THE BORROWER

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

                           (a) Keep Books; Corporate Existence; Maintenance of
Properties; Compliance with Laws; Insurance.

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

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

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

                                    (iv) use its reasonable efforts to comply in
                           all material respects with all material applicable
                           statutes, regulations, and orders of, and all
                           material applicable restrictions imposed by, any
                           governmental agency in respect of the conduct of its
                           business and the ownership of its properties, to the
                           extent it deems necessary to carry on its business,

                           except such as are being contested in good faith by
                           appropriate proceedings;

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

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

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:

                                       25

<PAGE>

                                    (i) as soon as available and in any event
                           within 60 days after the end of each of the first
                           three quarters of each fiscal year of the Borrower, a
                           statement of the consolidated financial condition of
                           the Borrower and its consolidated Subsidiaries as at
                           the end of such quarter and the related statements of
                           income and retained earnings of the Borrower and its
                           consolidated Subsidiaries for the period commencing
                           at the end of the previous fiscal year and ending
                           with the end of such quarter, certified by a
                           principal financial or accounting officer of the
                           Borrower; provided, however, that the Borrower may
                           deliver, in lieu of the foregoing, the quarterly
                           report of the Borrower for such fiscal quarter on
                           Form 10-Q filed with the Securities and Exchange
                           Commission or any governmental authority succeeding
                           to the functions of such Commission, but only so long
                           as the financial statements contained in such
                           quarterly report on Form 10-Q relate to the same
                           companies and are substantially the same in content
                           as the financial statements referred to in the
                           preceding provisions of this clause (i);

                                    (ii) as soon as available and in any event

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

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

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

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

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

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

                                    (i) of the occurrence of any Event of

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

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

                                       26

<PAGE>


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

                           (d) Certificates. Furnish to the Banks:

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

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

                           except as specified in such certificate.

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

                           (a) Liens, Etc.

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

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

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

                                    Restricted

                                       27

<PAGE>

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

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

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

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

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

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

                                             (G) Any Liens securing Debt of
                                    Borrower under the Existing Credit
                                    Agreement, so long as the Banks are granted
                                    Liens of equal priority upon any property to
                                    which such Liens under the Existing Credit

                                    Agreement 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)
                           $150,000,000.00, and (ii) 10% of the total
                           consolidated stockholders' equity of the Borrower as
                           shown on the most recently audited consolidated
                           balance sheet required to be delivered to the Banks
                           pursuant to Section 5.01(b). For the purpose of this
                           paragraph (ii), the following types of transactions
                           shall not be deemed to create a Lien to secure any
                           Debt:

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

                                       28

<PAGE>

                                             (B) any Lien in favor of the United
                                    States of America or any state thereof, or
                                    any other country, or any political
                                    subdivision of any of the foregoing, to

                                    secure partial, progress, advance, or other
                                    payments pursuant to the provisions of any
                                    contract or statute, or any Lien upon
                                    property of the Borrower or a Restricted
                                    Subsidiary intended to be used primarily for
                                    the purpose of, or in connection with, air
                                    or water pollution control; provided that no
                                    such Lien shall extend to any other property
                                    of the Borrower or a Restricted Subsidiary.

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

                           (c) Restriction on Fundamental Changes of the
Borrower. Enter into any transaction of merger or consolidation, or convey,
transfer, or lease its properties and assets substantially as an entirety to any
Person, unless:

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

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

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

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

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

                                    (v) the Borrower shall have delivered to the
                           Administrative Agent a certificate signed by an
                           executive officer of the Borrower and a written
                           opinion of counsel satisfactory to the Administrative
                           Agent (who may be counsel to the Borrower), each
                           stating that such transaction and 

                                       29

<PAGE>

                           such amendment to this Agreement comply with this
                           Section 5.02(c) and that all conditions precedent
                           herein provided for relating to such transaction have
                           been satisfied.

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


                           (e) Ratio of Maximum Total Debt to Total Capital.
Permit the ratio (expressed as a percentage and as calculated at the end of each
fiscal quarter of the Borrower) that (a) the aggregate amount of the
consolidated Debt of Borrower and its consolidated Subsidiaries bears to (b) the
sum of (i) the total consolidated stockholder's equity of Borrower and its
Subsidiaries plus the consolidated Debt of Borrower and its consolidated
Subsidiaries to be more than 65%.

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

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

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

ARTICLE VI. EVENTS OF DEFAULT

                           SECTION 6.01 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

                                       30


<PAGE>

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

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

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

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

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

unable to, or shall admit in writing its inability to, pay its debts as they
become due;

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

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

                           (i) any Event of Default described in the Existing
Credit Agreement shall occur;

                                       31

<PAGE>

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


ARTICLE VII. THE ADMINISTRATIVE AGENT

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

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

                  SECTION 7.03 Administrative Agent and Affiliates. With respect
to its Commitment, Texas Commerce Bank National Association shall have the same
rights and powers under this Agreement as any other Bank and may exercise the
same as though it were not the Administrative Agent; and the term "Bank" or
"Banks" shall, unless otherwise expressly indicated, include Texas Commerce Bank
National Association in its individual capacity. Texas Commerce Bank National
Association and its affiliates may accept deposits from, lend money to, act as
trustee under indentures of, and generally engage in any kind of business with,
the Borrower, any of its subsidiaries, and any Person



                                       32
<PAGE>

who may do business with or own securities of the Borrower or any such
subsidiary, all as if Texas Commerce Bank National Association were not the
Administrative Agent and without any duty to account therefor to the Banks.

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

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

                  SECTION 7.06 Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Banks and the Borrower and may be removed at any time with or without cause
by the Majority Banks. Upon any such resignation or removal, the Majority Banks
shall have the right to appoint a successor Administrative Agent with the
consent of the Borrower (which consent shall not be required if at the time of
such appointment any Event of Default or an event which with the passage of time
or the giving of notice or both would become an Event of Default has occurred
and is continuing). If no successor Administrative Agent shall have been so
appointed by the Majority Banks, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or the Majority Banks' removal of the retiring Administrative Agent,

then the retiring Administrative Agent may, on behalf of the Banks, appoint a
successor Administrative Agent, which shall be a commercial bank organized or
licensed under the laws of the United States of America or of any state thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges, and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations under this Agreement. After
any retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

                                       33

<PAGE>

ARTICLE VIII. MISCELLANEOUS

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

                  SECTION 8.02 Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopy,
telegraphic, or cable communication and telecopied, mailed, telegraphed, cabled,
or delivered, if to the Borrower, at its address at P.O. Box 7, 801 Cherry
Street, Fort Worth, Texas 76101; if to any Bank listed on Schedule I hereto, at
its Notice Address specified opposite its name on Schedule I hereto; if to any
other Bank, at its Domestic Lending office specified in the Assignment and
Acceptance pursuant to which it became a Bank; if to the Administrative Agent,
at its address at Texas Commerce Tower, Energy Department, 2200 Ross Avenue, 3rd
Floor, Dallas, Texas 75201, Attention: Lee Beckelman; and if to Auction

Administration Agent, c/o the Loan and Agency Services Group, at its address at
One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention:
Sandra Miklave; 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 in connection with the preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the Loan Papers,
and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement,
and all costs and expenses, if any (including, without limitation, reasonable
counsel fees and expenses), incurred by the Administrative Agent or any Bank in
connection with the enforcement (whether through negotiations, legal
proceedings, or otherwise) of this Agreement and the other documents to be
delivered hereunder. In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges, or similar levies which arise from the execution

                                       34
<PAGE>

and delivery of this Agreement and agrees to save the Administrative Agent and
each Bank harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes.

                           (b) If any payment of principal of any Adjusted CD
Rate Advance, Eurodollar Rate Contract Advance, or Competitive Advance is made
by the Borrower to or for the account of a Bank other than on the last day of
the Interest Period for such Contract Advance, or on the maturity date of such
Competitive Advance, as the case may be, or as a result of a payment pursuant to
Section 2.07(c), or as a result of acceleration of the maturity of the Advances

pursuant to Section 6.01, or for any other reason, or by an Eligible Assignee to
a Bank other than on the last day of the Interest Period (or the final maturity
date in the case of a Competitive Advance) for such Advance upon an assignment
of rights and obligations under this Agreement pursuant to Section 8.07 as a
result of a demand by the Borrower pursuant to Section 8.07(a), or an assignment
of rights and obligations under this Agreement pursuant to Section 2.17 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 (including loss of anticipated
profits), cost, or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Bank to fund or maintain such
Advance. A certificate of such Bank setting forth the amount demanded hereunder
and the basis therefor shall, in the absence of manifest error, be conclusive
and binding for all purposes.

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

                  SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding upon
and inure to the benefit of the Borrower, the Administrative Agent, and each
Bank and their respective successors and assigns.

                  SECTION 8.07 Assignments and Participations.

                           (a) Each Bank may and, if demanded by the Borrower
pursuant to subsection (g) hereof, shall assign to one or more banks or other
entities all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitment and the
Advances owing to it); provided, however, that (i) each such assignment shall be
of a constant, and not a varying, percentage of all of the rights and

obligations of the Banks under this Agreement, (ii) the amount of the Commitment
of the assigning Bank being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than $10,000,000 and shall be an integral
multiple of $1,000,000, (iii) each such assignment shall be to an Eligible
Assignee, and (iv) the parties to each such assignment shall execute and deliver
to the Administrative Agent, for its acceptance and recording in the Register
(as defined in Section 8.07(c)), an Assignment and Acceptance, together with a
processing fee of $2,500. Upon such execution, delivery, acceptance, and
recording, from and after the effective date specified in each Assignment and
Acceptance, which effective date shall be at least three Business Days after the
execution thereof, (x) the assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the 

                                       35

<PAGE>

rights and obligations of a Bank hereunder, and (y) the Bank assignor thereunder
shall, to the extent that rights and obligations hereunder have been assigned by
it pursuant to such Assignment and Acceptance, relinquish its rights and be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Bank's rights and obligations under this Agreement, such Bank shall cease to be
a party hereto). Notwithstanding the foregoing (unless such assignment is being
made on demand of the Borrower pursuant to subsection (g)), any Bank assigning
its rights and obligations under this Agreement may retain any Competitive
Advances made by it outstanding at such time, and in such case shall retain its
rights hereunder in respect of any Advances so retained until such Advances have
been repaid in full in accordance with this Agreement.

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

Agent; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as administrative agent on its behalf and to exercise such
powers under this Agreement as are delegated to the Administrative Agent by the
terms hereof, together with such powers as are reasonably incidental thereto;
and (vii) such assignee agrees that it will perform in accordance with their
terms all of the obligations which by the terms of this Agreement are required
to be performed by it as a Bank.

                           (c) The Administrative Agent shall maintain at its
address referred to in Section 8.02 a copy of each Assignment and Acceptance
delivered to and accepted by it and a register for the recordation of the names
and addresses of the Banks and the Commitment of, and principal amount of the
Advances owing to, each Bank from time to time (the "Register"). The entries in
the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Administrative Agent, and the Banks may treat each
Person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

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

                           (e) Each Bank may sell participations to one or more
banks or other entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) such
Bank's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations, and (iii) the Borrower, the Administrative Agent, and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement; and
provided further, however, that such Bank shall not agree with any such bank or
other financial institution to permit such bank or other financial institution
to enforce the obligations of the Borrower relating to the Advances or to
approve of any amendment, modification, 

                                       36

<PAGE>

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 or Advances, then
such Bank may assign such Commitment or Advances to any other Eligible Assignee
in accordance with this Section 8.07 during such 30-day period or (ii) terminate
all (but not less than all) of such Bank's Commitment and repay all (but not
less than all) of such Bank's Advances not so assigned on or before such 30th
day in accordance with Sections 2.06 and 2.07(c) hereof (but without the
requirements stated therein for ratable treatment of the Banks). Nothing in this
Section 8.07(g) shall relieve the Borrower of its obligations for payment under
Section 2.11 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 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.

                                       37

<PAGE>

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

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

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


                  SECTION 8.14 Not in Control. Nothing in any Loan Paper gives
or may be deemed to give to Administrative Agent or any Bank the right to
exercise control over the Borrower or any Subsidiary's Principal Property, other
assets, affairs, or management or to preclude or interfere with the Borrower or
any Subsidiary's compliance with any law or require any act or omission by the
Borrower or any Subsidiary that may be harmful to Persons or property. Any
materiality or substantiality qualifier of any representation, warranty,
covenant, agreement, or other provision of any Loan Paper is included for credit
documentation purposes only and does not imply, and shall not be deemed to mean,
that Administrative Agent or any Bank acquiesces in any non-compliance by the
Borrower or any Subsidiary with any law, document, or otherwise or does not
expect the Borrower or any Subsidiary to promptly, diligently, and continuously
carry out all appropriate removal, remediation, compliance, closure, or other
activities required or appropriate in accordance with all Environmental Laws.

                  SECTION 8.15 INDEMNIFICATION. THE BORROWER SHALL INDEMNIFY,
PROTECT, AND HOLD AGENTS, CHASE SECURITIES INC., EACH BANK, AND THEIR RESPECTIVE
AFFILIATES, PARENTS, AND SUBSIDIARIES, AND EACH OF THE FOREGOING PARTIES'
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS,
ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") HARMLESS FROM
AND AGAINST ANY AND ALL PRESENT AND FUTURE, KNOWN AND UNKNOWN, FIXED AND
CONTINGENT, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL REASONABLE AND NECESSARY
COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS' FEES
AND LEGAL EXPENSES, AND AMOUNTS PAID IN SETTLEMENT WHETHER OR NOT SUIT IS
BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (THE "INDEMNIFIED
LIABILITIES") WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF (A)
ANY LOAN PAPERS OR TRANSACTION CONTEMPLATED BY ANY LOAN PAPER, OR (B) ANY
INDEMNIFIED PARTY'S SOLE OR CONCURRENT ORDINARY NEGLIGENCE ARISING IN CONNECTION
WITH ANY LOAN PAPER OR ANY TRANSACTION CONTEMPLATED BY ANY LOAN PAPER, TO THE
EXTENT THAT ANY OF THE INDEMNIFIED LIABILITIES AS TO ANY INDEMNIFIED PARTY
RESULTS, DIRECTLY OR INDIRECTLY, FROM ANY CLAIM MADE, OR ACTION, SUIT, OR
PROCEEDING COMMENCED BY OR ON BEHALF OF ANY PERSON OTHER THAN BY SUCH
INDEMNIFIED PARTY; (PROVIDED THAT, THE BORROWER SHALL HAVE NO OBLIGATION
HEREUNDER TO ANY INDEMNIFIED PARTY WITH RESPECT TO ANY INDEMNIFIED LIABILITY
ARISING FROM THE FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT OF SUCH
INDEMNIFIED PARTY OR

                                       38

<PAGE>

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 Certain Agents. Neither the Syndication Agent nor
the Documentation Agent shall have any rights, powers, obligations, liabilities,
responsibilities, or duties under this Agreement other than those applicable to
all Banks as such.

                  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.

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

                                       39


<PAGE>

                  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:
                                             --------------------------

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

                                    By:
                                       --------------------------------
                                       Lee Beckelman
                                       Vice President


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997,
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

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

                                              By:
                                                 -------------------------------
                                                  J. Scott Fowler
                                                  Vice President


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997,
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                        BANK OF AMERICA NT&SA,
                                          as Documentation Agent and as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                          TEXAS COMMERCE BANK
                                            NATIONAL ASSOCIATION, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                             BANK OF AMERICA NT&SA, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                           CREDIT SUISSE FIRST BOSTON, as a Bank

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

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                           ROYAL BANK OF CANADA, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

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

                                         By:
                                            ----------------------------------
                                            H. Greg Shiels
                                            Vice President and Director

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         BANK OF MONTREAL, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         THE FIRST NATIONAL BANK
                                           OF CHICAGO, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         MELLON BANK, N.A., as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

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

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         WELLS FARGO BANK (TEXAS), N.A., as
                                           a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         BANQUE NATIONALE DE PARIS,
                                           HOUSTON AGENCY, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         THE BANK OF NEW YORK, as a Bank

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


<PAGE>

                  Signature Page to that certain $300,000,000.00 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
among Union Pacific Resources Group Inc., as Borrower, Texas Commerce Bank
National Association, 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 named therein,
including the undersigned.

                                         THE NORTHERN TRUST COMPANY, as a Bank

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


<PAGE>

                                   SCHEDULE I
                                   ----------

                     Banks, Lending Offices, and Commitments
                     ---------------------------------------

<TABLE>
<CAPTION>
                         NOTICE ADDRESS
BANK                     (Other than Notices of        DOMESTIC                   CD                          
                         Borrowing)                    LENDING OFFICE             LENDING OFFICE              
<S>                      <C>                           <C>                        <C>                         

Texas Commerce Bank      Texas Commerce Tower          Texas Commerce Tower       Texas Commerce Tower        
National Association     2200 Ross Avenue,             2200 Ross Avenue,          2200 Ross Avenue,           
                         3rd Floor                     3rd Floor                  3rd Floor                   
                         Dallas, TX 75201              Dallas, TX 75201           Dallas, TX 75201            
                         Attn: Lee Beckelman           Attn: Richard Sink         Attn: Richard Sink          
                                 Vice President

Bank of America          Bank of America, NT&SA        Bank of America, NT&SA     Bank of America, NT&SA      
NT&SA                    333 Clay                      333 Clay                   333 Clay                    
                         Suite 4550                    Suite 4550                 Suite 4550                  
                         Houston, TX  77002            Houston, TX  77002         Houston, TX  77002          
                         Attn: Ron McKaig              Attn: Loans Administrator  Attn: Loans Administrator   

NationsBank of Texas,    NationsBank of Texas, N.A.    NationsBank of Texas, N.A. NationsBank of Texas, N.A.  
N.A.                     901 Main Street               901 Main Street            901 Main Street             
                         64th Floor                    14th Floor                 14th Floor                  
                         Dallas, TX 75202              Dallas, TX 75202           Dallas, TX 75202            
                         Attn: J. Scott Fowler         Attn: Ken Brookshire       Attn: Ken Brookshire        
                                Vice President

Credit Suisse First      Credit Suisse First Boston    Credit Suisse First Boston Credit Suisse First Boston  
Boston                   11 Madison Avenue             11 Madison Avenue          11 Madison Avenue           
                         New York, NY 10010-3692       New York, NY 10010-3692    New York, NY 10010-3692     
                         Attn: Eric Eckholdt           Attn: David Meckler,       Attn: David Meckler,        
                                                              Client Services            Client Services      

Royal Bank of Canada     Royal Bank of Canada          Royal Bank of Canada       Royal Bank of Canada        
                         12450 Greenspoint Drive       1 Financial Square         1 Financial Square          
                         Suite 1450                    23rd Floor                 23rd Floor                  
                         Houston, TX  76060            New York, NY 10005-3531    New York, NY 10005-3531     
                         Attn: Linda M. Stephens,      Attn: Loans Administrator  Attn: Loans Administrator   
                         Manager

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


Bank of Montreal         Bank of Montreal              Bank of Montreal           Bank of Montreal            
                         700 Louisiana Street          700 Louisiana Street       700 Louisiana Street        
                         Suite 4400                    Suite 4400                 Suite 4400                  
                         Houston, TX 77002             Houston, TX 77002          Houston, TX 77002           
                         Attn: Robert L. Roberts       Attn: Jane M. Wiley        Attn: Jane M. Wiley         
                                Director                      Senior Officer,            Senior Officer,      
                                                              Client Services            Client Services

The First National Bank  Royal Bank of Canada          Royal Bank of Canada       Royal Bank of Canada        
  of Chicago             1100 Louisiana Street         1 First National Plaza     1 First National Plaza      
                         Suite 3200                    10th Floor                 10th Floor                  
                         Houston, TX 77002             Chicago, IL 60670          Chicago, IL 60670           
                         Attn: Susan Stiernberg        Attn:  Bill Laird          Attn:  Bill Laird           
                                Vice President
</TABLE>

<TABLE>
<CAPTION>

BANK                    EURODOLLAR LENDING              COMMITMENT
                        OFFICE                        (In U.S. Dollars)
<S>                     <C>                           <C>

Texas Commerce Bank     Texas Commerce Tower
National Association    2200 Ross Avenue,
                        3rd Floor
                        Dallas, TX 75201                  $27,000,000
                        Attn: Richard Sink
                        

Bank of America         Bank of America, NT&SA
NT&SA                   333 Clay
                        Suite 4550                        $27,000,000
                        Houston, TX  77002
                        Attn: Loans Administrator

NationsBank of Texas,   NationsBank of Texas, N.A.
N.A.                    901 Main Street
                        14th Floor
                        Dallas, TX 75202                  $27,000,000
                        Attn: Ken Brookshire
                        

Credit Suisse First     Credit Suisse First Boston
Boston                  11 Madison Avenue
                        New York, NY 10010-3692           $24,000,000
                        Attn: David Meckler,
                               Client Services

Royal Bank of Canada    Royal Bank of Canada
                        1 Financial Square
                        23rd Floor
                        New York, NY 10005-3531           $24,000,000

                        Attn: Loans Administrator
                        

ABN-AMRO Bank,          ABN-AMRO Bank, N.V.
N.V.                    Three Riverway
                        Suite 1700
                        Houston, TX 77056                 $19,000,000
                        Attn:  Josephine Zozobrado
                        

Bank of Montreal        700 Louisiana Street
                        Suite 4400
                        Houston, TX 77002
                        Attn: Jane M. Wiley               $19,000,000
                               Senior Officer,
                               Client Services
                        

The First National Bank Royal Bank of Canada
  of Chicago            1 First National Plaza
                        10th Floor
                        Chicago, IL 60670                 $19,000,000
                        Attn:  Bill Laird
                        
</TABLE>

                                                                      SCHEDULE I
                                                                      ----------

<PAGE>

<TABLE>
<CAPTION>
                             NOTICE ADDRESS
BANK                         (Other than Notices of           DOMESTIC                      CD                           
                             Borrowing)                       LENDING OFFICE                LENDING OFFICE               
<S>                          <C>                              <C>                           <C>                          

Mellon Bank, N.A.            Mellon Bank, N.A.                Mellon Bank, N.A.             Mellon Bank, N.A.            
                             Three Mellon Bank Center         Three Mellon Bank Center      Three Mellon Bank Center     
                             Room 2304                        Room 2304                     Room 2304                    
                             Pittsburgh, PA 15259             Pittsburgh, PA 15259          Pittsburgh, PA 15259         
                             Attn: Andrew Plonsky             Attn: Andrew Plonsky          Attn: Andrew Plonsky         

The Industrial Bank          The Industrial Bank of Japan,    The Industrial Bank of Japan, The Industrial Bank of Japan,
  of Japan, Ltd.,            Ltd., New York Branch            Ltd., New York Branch         Ltd., New York Branch        
  New York Branch            Three Allen Center               1251 Avenue of the Americas   1251 Avenue of the Americas  
                             Suite 4850                       New York, NY 10020-1104       New York, NY 10020-1104      
                             333 Clay Street                  Attn: Mr. Atsushi Kawai       Attn: Mr. Atsushi Kawai      
                             Houston, TX 77002                Credit Administration         Credit Administration        
                             Attn: W. Lynn Williford

                             For Bid Notices:
                                                                                                                         

                             The Industrial Bank of Japan,
                             Ltd., New York Branch
                             Three Allen Center
                             Suite 4850
                             333 Clay Street
                             Houston, TX 77002
                             Attn: Ms. Jessica Cowan
                             Client Representative

Wells Fargo Bank             Wells Fargo Bank (Texas),        Wells Fargo Bank (Texas),     Wells Fargo Bank (Texas),    
  (Texas), N.A.              N.A.                             N.A.                          N.A.                         
                             1445 Ross Avenue                 1445 Ross Avenue              1445 Ross Avenue             
                             Suite 400                        Suite 400                     Suite 400                    
                             Dallas, TX  75202-2812           Dallas, TX  75202-2812        Dallas, TX  75202-2812       
                             Attn: Chad Kirkham               Attn: Chad Kirkham            Attn: Chad Kirkham           

Banque Nationale de          Banque Nationale de Paris,       Banque Nationale de Paris,    Banque Nationale de Paris,   
Paris, Houston Agency        Houston Agency                   Houston Agency                Houston Agency               
                             717 North Harwood                333 Clay, Suite 3400          333 Clay, Suite 3400         
                             Suite 2630                       Houston, TX 77002             Houston, TX 77002            
                             Dallas, TX  75201                Attn: Donna Rose              Attn: Donna Rose             
                             Attn: David Camp

The Bank of New York         The Bank of New York             The Bank of New York          The Bank of New York         
                             One Wall Street, 19th Fl.        One Wall Street               One Wall Street, 19th Fl.    
                             New York, NY  10286              19th Floor                    New York, NY  10286          
                             Attn: Raymond J. Palmer,         New York, NY  10286           Attn: Raymond J. Palmer,     
                                     Vice President           Attn: Raymond J. Palmer,              Vice President       
                                                                      Vice President                                     

The Northern Trust           The Northern Trust Company       The Northern Trust Company    The Northern Trust Company   
Company                      50 South LaSalle Street          50 South LaSalle Street       50 South LaSalle Street      
                             9th Floor                        12th Floor                    12th Floor                   
                             Chicago, IL  60675               Chicago, IL  60675            Chicago, IL  60675           
                             Attn: David Love                 Attn:  Linda Honda            Attn:  Linda Honda           
                                                                                                                         
</TABLE>

<TABLE>
<CAPTION>

BANK                         EURODOLLAR LENDING                            COMMITMENT
                             OFFICE                                     (In U.S. Dollars)
<S>                          <C>                                        <C>

Mellon Bank, N.A.            Mellon Bank, N.A.
                             Three Mellon Bank Center
                             Room 2304                                      $19,000,000
                             Pittsburgh, PA 15259
                             Attn: Andrew Plonsky

The Industrial Bank          The Industrial Bank of Japan,
  of Japan, Ltd.,            Ltd., New York Branch
  New York Branch            1251 Avenue of the Americas

                             New York, NY 10020-1104
                             Attn: Mr. Atsushi Kawai
                             Credit Administration
                             

                             
                                                                            $19,000,000
                             
                             
                             
                             
                             
                             
                             
                             

Wells Fargo Bank             Wells Fargo Bank (Texas),
  (Texas), N.A.              N.A.
                             1445 Ross Avenue
                             Suite 400                                      $19,000,000
                             Dallas, TX  75202-2812
                             Attn: Chad Kirkham

Banque Nationale de          Banque Nationale de Paris,
Paris, Houston Agency        Houston Agency
                             333 Clay, Suite 3400
                             Houston, TX 77002                              $19,000,000
                             Attn: Donna Rose
                             

The Bank of New York         The Bank of New York
                             One Wall Street
                             19th Floor
                             New York, NY  10286                            $19,000,000
                             Attn: Raymond J. Palmer,
                                     Vice President

The Northern Trust           The Northern Trust Company
Company                      50 South LaSalle Street
                             12th Floor                                     $19,000,000
                             Chicago, IL  60675
                             Attn:  Linda Honda
                                                          Total:          $300,000,000.00
</TABLE>

                                                                      SCHEDULE I
                                                                      ----------


<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

                                                                     SCHEDULE II
                                                                     -----------


<PAGE>

                                  SCHEDULE III
                                  ------------

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

                                      None.

                                                                    SCHEDULE III
                                                                    ------------


<PAGE>

                                   EXHIBIT A-1
                                   -----------

                          Notice of Contract Borrowing
                          ----------------------------

                                           [Date]
                                                 ------------------------------
Texas Commerce Bank National Association,
  as Administrative Agent
Texas Commerce Tower
Energy Department
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201

Attn: Lee Beckelman
      Vice President

Gentlemen:

                  The undersigned, Union Pacific Resources Group Inc., refers to
the $300,000,000 364 Day Competitive Advance/Revolving Credit Agreement, dated
as of November 25, 1997 (the "Credit Agreement", the terms defined therein being
used herein as therein defined), among the undersigned, certain Banks parties
thereto, Texas Commerce Bank National Association, as Administrative Agent for
said Banks, The Chase Manhattan Bank, as Auction Administration Agent, Bank of
America NT&SA, as Documentation Agent, and NationsBank of Texas, as Syndication
Agent, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the
Credit Agreement that the undersigned hereby requests a Contract Borrowing under
the Credit Agreement, and in that connection sets forth below the information
relating to such Contract Borrowing (the "Proposed Contract Borrowing") as
required by Section 2.02(a) of the Credit Agreement:

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

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

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


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

                                              Very truly yours,
 
                                              UNION PACIFIC RESOURCES GROUP INC.

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

                                                                     EXHIBIT A-1
                                                                     -----------


<PAGE>

                                   EXHIBIT A-2
                                   -----------

                         Notice of Competitive Borrowing
                         -------------------------------

                                                  [Date]
                                                        -----------------------

Texas Commerce Bank National Association, The Chase Manhattan Bank,
  as Administrative Agent                   as Auction Administration Agent
Texas Commerce Tower                      c/o The Loan and Agency Services Group
Energy Department                         One Chase Manhattan Plaza, 8th Floor
2200 Ross Avenue, 3rd Floor               Energy Department
Dallas, Texas 75201                       New York, New York 10081

Attn: Lee Beckelman                       Attn: Sandra Miklave
      Vice President                      Fax:  (212) 552-5658

Gentlemen:

                  The undersigned, Union Pacific Resources Group Inc., refers to
the $300,000,000 364 Day Competitive Advance/Revolving Credit Agreement, dated
as of November 25, 1997 (the "Credit Agreement", the terms defined therein being
used herein as therein defined), among the undersigned, certain Banks parties
thereto, Texas Commerce Bank National Association, as Administrative Agent, The
Chase Manhattan Bank, as Auction Administration Agent, Bank of America NT&SA, as
Documentation Agent, and NationsBank of Texas, N.A., as Syndication Agent, and
hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that
the undersigned hereby requests a Competitive Borrowing under the Credit
Agreement, and in that connection sets forth the terms on which Competitive
Borrowing (the "Proposed Competitive Borrowing") is requested to be made:

                  1.  Date of Competitive Borrowing
                      (which is a Business Day)
                                                         --------------------
                  2.  Type of Competitive Advances
                      comprising the Proposed
                      Competitive Borrowing(1)
                                                         --------------------
                  3.  Amount of Competitive Borrowing(2)
                                                         --------------------
                  4.  Maturity Date(3)
                                                         --------------------

                  5.  Other Provisions, if any
                                                         --------------------
                                                         --------------------

                                              Very truly yours,

                                              UNION PACIFIC RESOURCES GROUP INC.

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

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

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

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

                                                                     EXHIBIT A-2
                                                                     -----------

<PAGE>

                                                                     EXHIBIT A-2
                                                                     -----------


<PAGE>

                                   EXHIBIT A-3
                                   -----------

               FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST

[Name of Bank]
[Address of Bank]

                                                                          [Date]

Attention:

Dear Sirs:

                  Reference is made to the 364 Day Competitive Advance/Revolving
Credit Agreement (the "Credit Agreement") dated as of November 25, 1997, among
Union Pacific Resources Group Inc. ("Borrower"), the Banks named therein, Texas
Commerce Bank National Association, as Administrative Agent, NationsBank of
Texas, N.A., as Syndication Agent, and Bank of America NT&SA, as Documentation
Agent, and The Chase Manhattan Bank, as Auction Administration Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. The Borrower delivered
a Notice of Competitive Borrowing requesting a Competitive Bid on _____________,
19__ pursuant to Section 2.03(a) of the Credit Agreement, and in that connection
you are invited to submit a Competitive Bid by   [Date] / [Time]   .(1) Your
Competitive Bid must comply with Section 2.03(b) of the Credit Agreement and the
terms set forth below on which the Notice of Competitive Borrowing was made:

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

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

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


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

                                       Very truly yours,

                                       THE CHASE MANHATTAN BANK, as Auction
                                         Administration Agent

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

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

                                                                     EXHIBIT A-3
                                                                     -----------


<PAGE>

                                   EXHIBIT A-4
                                   -----------

                             FORM OF COMPETITIVE BID

The Chase Manhattan Bank, as Auction Administration
   Agent for the Banks referred to below
c/o The Loan and Agency Services Group
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081

                                                                          [Date]

Attention: Sandra Miklave
           Fax (212) 552-5658

Dear Sirs:

                  The undersigned, [Name of Bank], refers to the 364 Day
Competitive Advance/Revolving Credit Agreement dated as of November 25, 1997
(the "Credit Agreement"), among Union Pacific Resources Group Inc. (the
"Borrower"), the Banks named therein, Texas Commerce Bank National Association,
as Administrative Agent, NationsBank of Texas, N.A., as Syndication Agent, and
Bank of America NT&SA, as Documentation Agent, and The Chase Manhattan Bank, as
Auction Administration Agent. Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to such terms in the Credit
Agreement. The undersigned hereby makes a Competitive Bid pursuant to Section
2.03(a)(ii) of the Credit Agreement, in response to the Notice of Competitive
Borrowing made by the Borrower on ________, 19 _______, and in that connection
sets forth below the terms on which such Competitive Bid is made:

(A) Principal Amount(1)
                                      ------------------------------------------
(B) Competitive Bid Rate(2)
                                      ------------------------------------------

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


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

                                     Very truly yours,

                                     [NAME OF BANK]

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

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

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

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

                                                                     EXHIBIT A-4
                                                                     -----------


<PAGE>

                                   EXHIBIT A-5
                                   -----------

                  FORM OF COMPETITIVE BID ACCEPT/REJECT LETTER

                                                                          [Date]

The Chase Manhattan Bank, as Auction Administration
   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:  Sandra Miklave
            Fax: (212) 552-5658

Dear Sirs:

                  Reference is made to the 364 Day Competitive Bid/Revolving
Credit Agreement dated as of November 25, 1997 (the "Credit Agreement"), among
the Union Pacific Resources Group Inc. (the "Borrower"), the Banks named
therein, Texas Commerce Bank National Association, as Administrative Agent,
NationsBank of Texas, N.A., as Syndication Agent, and Bank of America NT&SA, as
Documentation Agent, and The Chase Manhattan Bank, as Auction Administration
Agent. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.

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

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

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

The undersigned hereby rejects the following bids:

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

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

                  The $_____________________ should be deposited in Texas 
Commerce Bank National Association account number [insert number] on [insert

date] [or] [wire transferred to [Name of Bank] account number [insert number]
[other wire instructions] on [date]].

                                         Very truly yours,

                                         UNION PACIFIC RESOURCES GROUP INC.

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

                                                                     EXHIBIT A-5
                                                                     -----------


<PAGE>

                                    EXHIBIT B
                                    ---------

                       Assignment and Acceptance Agreement
                       -----------------------------------

                            Dated __________, 19____

                  Reference is made to the $300,000,000 364 Day Competitive
Advance/Revolving Credit Agreement, dated as of November 25, 1997 (the "Credit
Agreement") among Union Pacific Resources Group Inc., a Utah corporation (the
"Borrower"), the Banks (as defined in the Credit Agreement), and Texas Commerce
Bank National Association, as Administrative Agent for the Banks (the
"Administrative Agent"), The Chase Manhattan Bank, as Auction Administration
Agent, Bank of America NT&SA, as Documentation Agent, and NationsBank of Texas,
as Syndication Agent. Terms defined in the Credit Agreement are used herein with
the same meaning.

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

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

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

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Section 4.01(e) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into

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

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

                                                                       EXHIBIT B
                                                                       ---------

<PAGE>

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

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

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

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

                                       [NAME OF ASSIGNOR]

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


                                       [NAME OF ASSIGNEE]

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

                                       
                                       Domestic Lending Office (and address for
                                       notices):

                                               [Address]

                                       CD Lending Office:
                                               [Address]

                                       Eurodollar Lending Office:
                                               [Address]


Accepted this _____ day
of _______________, 19__

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Administrative Agent

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

--------

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

                                                                       EXHIBIT B
                                                                       ---------


<PAGE>

                                   EXHIBIT C-1
                                   -----------

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

                                                           _______________, 1997

To each of the Banks party to the
      $300,000,000 364 Day Competitive Advance/
      Revolving Credit Agreement, dated as of
      November 25, 1997 among Union Pacific
      Resources Group Inc., the Banks party
      thereto, and Texas Commerce Bank National
      Association, as Administrative Agent for
      said Banks

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

Ladies and Gentlemen:

                  I am the General Attorney of Union Pacific Resources Group
Inc., a Utah corporation (the "Borrower"), and have acted in such capacity in
connection with the execution and delivery of the $300,000,000 364 Day
Competitive Advance/Revolving Credit Agreement, dated as of November 25, 1997
(the "Agreement"), among the Borrower, the several banks party thereto, Texas
Commerce Bank National Association, as Administrative Agent, The Chase Manhattan
Bank, as Auction Administration Agent, Bank of America NT&SA, as Documentation
Agent, and NationsBank of Texas, as Syndication Agent. This opinion is delivered
to you pursuant to Subsection 3.01(e) of the Agreement. Terms used herein which
are defined in the Agreement shall have the respective meanings set forth in the
Agreement, unless otherwise defined herein.

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

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

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

                  2. The execution, delivery, and performance by the Borrower of
the Agreement are within the Borrower's corporate powers, have been duly

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

                  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.

                                                                     EXHIBIT C-1
                                                                     -----------
<PAGE>
                  4. The Agreement is a legal, valid, and binding obligation of
the Borrower enforceable against the Borrower in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles, and except that
no opinion is expressed as to the availability of the remedy of specific
performance.

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

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

                  This opinion is solely for the benefit of the addressees
hereof, any permitted assigns or participants of such addressees, and the law
firm of Haynes and Boone, L.L.P. 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,

                                          Mark Jones
                                          General Attorney for
                                          Union Pacific Resources Group Inc.



                                                                     EXHIBIT C-1
                                                                     -----------

<PAGE>

                                   EXHIBIT C-2
                                   -----------

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

                                                          ________________, 1997

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

To each of the Banks party to the
      $300,000,000 364 Day Competitive Advance/
      Revolving Credit Agreement, dated as of
      November 25, 1997 among Union Pacific
      Resources Group Inc., the Banks party
      thereto, and Texas Commerce Bank National
      Association, as Administrative Agent for
      said Banks

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

Ladies and Gentlemen:

                  We have acted as special counsel to Union Pacific Resources
Group Inc., a Utah corporation (the "Borrower"), in connection with the
execution and delivery of the $300,000,000 364 Day Competitive Advance/Revolving
Credit Agreement, dated as of November 25, 1997 (the "Agreement"), among the
Borrower, the several banks party thereto, Texas Commerce Bank National
Association, as Administrative Agent, The Chase Manhattan Bank, as Auction
Administration Agent, Bank of America NT&SA, as Documentation Agent, and
NationsBank of Texas, as Syndication Agent. This opinion is delivered to you
pursuant to Subsection 3.01(e) of the Agreement. Terms used herein which are
defined in the Agreement shall have the respective meanings set forth in the
Agreement, unless otherwise defined herein.

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

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


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

                  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.

                                                                     EXHIBIT C-2
                                                                     -----------

<PAGE>

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

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

                  This opinion is solely for the benefit of the addressees
hereof, any permitted assigns or participants of such addressees, and the law
firm of Haynes and Boone, L.L.P. 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,

                                                                     EXHIBIT C-2
                                                                     -----------


<PAGE>

                                    EXHIBIT D
                                    ---------

                   Opinion of Counsel to Administrative Agent
                   ------------------------------------------

                                                        __________________, 1997

To each of the Banks party to the
      $300,000,000 364 Day Competitive Advance/
      Revolving Credit Agreement, dated
      as of November 25, 1997 among
      Union Pacific Resources Group Inc.,
      said Banks, and Texas Commerce
      Bank National Association, as
      Administrative Agent for said Banks

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

Ladies and Gentlemen:

                  We have acted as counsel to Texas Commerce Bank National
Association, individually and as Administrative Agent (as hereinafter defined),
in connection with the execution and delivery of the $300,000,000 364 Day
Competitive Advance/Revolving Credit Agreement, dated as of November 25, 1997
(the "Credit Agreement"), among Union Pacific Resources Group Inc., the banks
party thereto (the "Banks"), Texas Commerce Bank National Association, as
Administrative Agent for the Banks (the "Administrative Agent"), The Chase
Manhattan Bank, as Auction Administration Agent, Bank of America NT&SA, as
Documentation Agent, and NationsBank of Texas, as Syndication Agent. Terms
defined in the Credit Agreement are, unless otherwise defined herein, used
herein as therein defined.

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

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

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

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


                  4. An opinion of [Morgan, Lewis & Bockius, L.L.P.], special
New York counsel to Borrower delivered pursuant to Section 3.01(e).

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

                                                                       EXHIBIT D
                                                                       ---------

<PAGE>

or obtained and are in full force and effect. We have relied, as to factual
matters, on the documents we have examined.

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

                  Based upon and subject to the foregoing and upon such
investigation as we have deemed necessary, and in reliance upon the opinion
described in Items 4 and 5 preceding, we are of the opinion that:

                  (i) while we have not independently considered the matters
covered by the opinion listed in Item 3, above, the certificates and opinion
referred to in Items 2 and 3 above, respectively, appear to be substantially
responsive to the requirements of Section 3.01 of the Credit Agreement; and

                  (ii) assuming that the Credit Agreement has been duly
authorized, executed, and delivered by the Borrower, the Credit Agreement
constitutes a legal, valid, and binding obligation of the Borrower enforceable
in accordance with its terms, subject to (i) laws relating to bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
rearrangement, liquidation, conservatorship, moratorium, and other laws
affecting the enforcement of creditors' rights or the collection of debtors'
obligations generally; (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law); (iii)
standards of commercial reasonableness and good faith; and (iv) other applicable
laws, rules, regulations, court decisions and constitutional requirements in and
of the States of New York and Utah, or the United States of America limiting or
affecting the Loan Papers; provided that any limitations imposed by such other
applicable laws, rules, regulations, court decisions, and constitutional
requirements will not in our opinion, materially interfere with the Banks
realizing the practical benefits intended to be conferred by the Loan Papers,
though they may result in a delay thereof (and we express no opinion with
respect to the economic consequences of any such delay); and (A) we express no
opinion as to the validity or enforceability of any provision contained in any
Loan Paper that relates to the subject matter jurisdiction of the federal courts
located in the State of New York to adjudicate any controversy relating to any

of the Loan Papers, (B) we express no opinion as to the last sentence of Section
2.16 of the Credit Agreement, (C) we express no opinion as to the effect of the
law of any jurisdiction (other than the State of New York) wherein the Borrower
or any Bank, including any lending office thereof, may be located which limits
rates of interest which may be charged or collected by such Bank; and (D) we
express no opinion as to the validity or enforceability of any provision
contained in the Credit Agreement that purports to preclude the amendment,
waiver, release, or discharge of obligations except by an instrument in writing,
to the extent that such provision purports to exclude executory oral agreements.

                                Very truly yours,

                                                                       EXHIBIT D
                                                                       ---------



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I.        DEFINITIONS AND ACCOUNTING TERMS.............................1
      SECTION 1.01      Certain Defined Terms..................................1
      SECTION 1.02      Computation of Time Periods............................9
      SECTION 1.03      Accounting Terms.......................................9
      SECTION 1.04      Number and Gender of Words.............................9

ARTICLE II.       AMOUNTS AND TERMS OF THE ADVANCES...........................10
      SECTION 2.01      The Contract Advances.................................10
      SECTION 2.02      Making the Contract Advances..........................10
      SECTION 2.03      The Competitive Advances..............................11
      SECTION 2.04      Conversion and Continuation of Contract Borrowings....13
      SECTION 2.05      Fees..................................................14
      SECTION 2.06      Optional Reduction of the Commitments.................14
      SECTION 2.07      Repayment of Advances; Prepayment.....................15
      SECTION 2.08      Interest..............................................15
      SECTION 2.09      Alternate Rate of Interest............................16
      SECTION 2.10      Optional Renewal of Commitments.......................16
      SECTION 2.11      Increased Costs; Increased Capital....................17
      SECTION 2.12      Additional Interest on Eurodollar Rate Advances.......18
      SECTION 2.13      Change in Legality....................................19
      SECTION 2.14      Payments and Computations.............................19
      SECTION 2.15      Taxes on Payments.....................................20
      SECTION 2.16      Sharing of Payments, Etc..............................21
      SECTION 2.17      Removal of a Bank.....................................22

ARTICLE III.      CONDITIONS OF LENDING.......................................22
      SECTION 3.01      Conditions Precedent to Closing.  ....................22
      SECTION 3.02      Conditions Precedent to Each Borrowing................23

ARTICLE IV.       REPRESENTATIONS AND WARRANTIES..............................23
      SECTION 4.01      Representations and Warranties of the Borrower........23

ARTICLE V.        COVENANTS OF THE BORROWER...................................25
      SECTION 5.01      Affirmative Covenants.................................25
      SECTION 5.02      Negative Covenants....................................27

ARTICLE VI.       EVENTS OF DEFAULT...........................................30
      SECTION 6.01      Events of Default.....................................30

ARTICLE VII.      THE ADMINISTRATIVE AGENT....................................32
      SECTION 7.01      Authorization and Action..............................32
      SECTION 7.02      Administrative Agent's Reliance, Etc..................32
      SECTION 7.03      Administrative Agent and Affiliates...................33
      SECTION 7.04      Bank Credit Decision..................................33
      SECTION 7.05      Indemnification.......................................33
      SECTION 7.06      Successor Administrative Agent........................33



                                       (i)

<PAGE>

ARTICLE VIII.     MISCELLANEOUS...............................................34
      SECTION 8.01      Amendments, Etc.......................................34
      SECTION 8.02      Notices, Etc..........................................34
      SECTION 8.03      No Waiver; Remedies...................................34
      SECTION 8.04      Costs, Expenses and Taxes.............................34
      SECTION 8.05      Right of Set-off......................................35
      SECTION 8.06.     Binding Effect........................................35
      SECTION 8.07      Assignments and Participations........................35
      SECTION 8.08      Governing Law.........................................37
      SECTION 8.09      Exceptions to Covenants...............................37
      SECTION 8.10      Survival..............................................38
      SECTION 8.11      Invalid Provisions....................................38
      SECTION 8.12      Maximum Rate..........................................38
      SECTION 8.13      Execution in Counterparts.............................38
      SECTION 8.14      Not in Control........................................38
      SECTION 8.15      INDEMNIFICATION.......................................38
      SECTION 8.16      Certain Agents........................................39
      SECTION 8.17      Entirety..............................................39


                             SCHEDULES AND EXHIBITS

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

                                      (ii)