<PAGE>   1
                                                                   EXHIBIT 99.1

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


                       RUTHERFORD--MORAN OIL CORPORATION,
                                  as Borrower

                                      AND

                     RUTHERFORD--MORAN EXPLORATION COMPANY,

                           THAI ROMO HOLDINGS, INC.,

                               THAI ROMO LIMITED

                                      AND

                          OTHER SUBSIDIARY GUARANTORS,
                                 as Guarantors        

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

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

                         Dated as of September 28, 1998

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

                           THE CHASE MANHATTAN BANK,
                            as Administrative Agent


================================================================================
<PAGE>   2



                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page
<S>                                                                                                                  <C>
SECTION 1.  DEFINITIONS AND ACCOUNTING MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.   1.01  CERTAIN DEFINED TERMS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.   1.02  ACCOUNTING TERMS AND DETERMINATIONS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
3.   1.03  TYPES OF LOANS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
4.   1.04  BORROWING BASE AND THRESHOLD AMOUNT DETERMINATIONS AND COMPUTATIONS.   . . . . . . . . . . . . . . . . . .  26
5.   1.05  COPIES OF DOCUMENTS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

SECTION 2.  COMMITMENTS, LOANS, NOTES AND PREPAYMENTS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
6.   2.01  LOANS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
7.   2.02  BORROWINGS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
8.   2.03  CHANGES OF COMMITMENTS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
9.   2.04  COMMITMENT FEE.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
10.  2.05  LENDING OFFICES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
11.  2.06  SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
12.  2.07  NOTES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
13.  2.08  OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF LOANS.  . . . . . . . . . . . . . . . . . . . . .  33
14.  2.09  MANDATORY PREPAYMENTS AND REDUCTIONS OF COMMITMENTS.   . . . . . . . . . . . . . . . . . . . . . . . . . .  34
15.  2.10  PAYMENT OF FEES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
16.  3.01  REPAYMENT OF LOANS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
17.  3.02  INTEREST.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
18.  4.01  PAYMENTS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
</TABLE>





                                                                          Page 1
<PAGE>   3



<TABLE>
<S>                                                                                                                   <C>
19.  4.02  PRO RATA TREATMENT.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
20.  4.03  COMPUTATIONS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
21.  4.04  MINIMUM AMOUNTS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
22.  4.05  CERTAIN NOTICES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
23.  4.06  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
24.  4.07  SHARING OF PAYMENTS, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

SECTION 5.  YIELD PROTECTION, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
25.  5.01  ADDITIONAL COSTS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
26.  5.02  LIMITATION ON TYPES OF LOANS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
27.  5.03  ILLEGALITY.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
28.  5.04  TREATMENT OF AFFECTED LOANS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
29.  5.05  BROKEN FUNDING.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
30.  5.06  U.S. TAXES.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
31.  5.07  REPLACEMENT OF CERTAIN LENDERS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53

SECTION 6.  GUARANTEE.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
32.  6.01  THE GUARANTEE.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
33.  6.02  OBLIGATIONS UNCONDITIONAL.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
34.  6.03  REINSTATEMENT.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
35.  6.04  SUBROGATION.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
36.  6.05  REMEDIES.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
37.  6.06  CONTINUING GUARANTEE.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
38.  6.07  THAI TAXES.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
39.  6.08  RIGHTS OF CONTRIBUTION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  58
40.  6.09  GENERAL LIMITATION ON GUARANTEE OBLIGATIONS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  59
</TABLE>





                                                                          Page 2
<PAGE>   4



<TABLE>
<S>                                                                                                                   <C>
SECTION 7.  CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
41.  7.01  CONDITIONS TO EFFECTIVENESS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
42.  7.02  FURTHER CONDITIONS PRECEDENT.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64

SECTION 8.  REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
43.  8.01  CORPORATE EXISTENCE.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
44.  8.02  FINANCIAL CONDITION.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
45.  8.03  LITIGATION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
46.  8.04  NO BREACH.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
47.  8.05  ACTION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
48.  8.06  APPROVALS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
49.  8.07  USE OF CREDIT.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
50.  8.08  ERISA.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
51.  8.09  TAXES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
52.  8.10  INVESTMENT COMPANY ACT.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
53.  8.11  PUBLIC UTILITY HOLDING COMPANY ACT.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
54.  8.12  MATERIAL AGREEMENTS AND LIENS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
55.  8.13  COMPLIANCE WITH LAWS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
56.  8.14  CAPITALIZATION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
57.  8.15  SUBSIDIARIES, ETC.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
58.  8.16  TITLE TO ASSETS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
59.  8.17  TRUE AND COMPLETE DISCLOSURE.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
60.  8.18  PROJECT AGREEMENTS; COMPLETION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
61.  8.19  SPECIAL PURPOSE COMPANY.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
62.  8.20  SBM.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
63.  8.21  USE OF PROCEEDS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
</TABLE>





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<TABLE>
<S>                                                                                                                   <C>
SECTION 9.  COVENANTS OF THE OBLIGORS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
64.  9.01  FINANCIAL STATEMENTS ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
65.  9.02  LITIGATION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
66.  9.03  EXISTENCE, ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
67.  9.04  INSURANCE.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
68.  9.05  PROHIBITION OF FUNDAMENTAL CHANGES.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
69.  9.06  LIMITATION ON LIENS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
70.  9.07  INDEBTEDNESS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
71.  9.08  INVESTMENTS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  86
72.  9.09  RESTRICTED PAYMENTS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
73.  9.10  INTEREST COVERAGE RATIO.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
74.  9.11  MAINTENANCE OF CORPORATE SEPARATENESS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
75.  9.12  LINES OF BUSINESS; ETC.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
76.  9.13  TRANSACTIONS WITH AFFILIATES.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
77.  9.14  CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89
78.  9.15  LIMITATION ON SALE AND LEASEBACK TRANSACTIONS AND PRODUCTION PAYMENTS.   . . . . . . . . . . . . . . . . .  89
79.  9.16  PROJECT AGREEMENTS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
80.  9.17  SUBORDINATED INDEBTEDNESS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  90
81.  9.18  DEFAULTS UNDER GAS SALES AND CERTAIN ACTIONS OF THAI GOVERNMENT AUTHORITIES.   . . . . . . . . . . . . . .  91
82.  9.19  ADDITIONAL SUBSIDIARY GUARANTORS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  91
83.  9.20  SPECIAL COVENANTS WITH RESPECT TO B8/32 PARTNERS.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  92
84.  9.21  MODIFICATIONS AND PAYMENTS OF SENIOR SUBORDINATED NOTES.   . . . . . . . . . . . . . . . . . . . . . . . .  92
</TABLE>




                                                                          Page 4
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<TABLE>
<S>                                                                                                                  <C>
SECTION 10.  EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  93

SECTION 11.  THE ADMINISTRATIVE AGENT.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  96
85.  11.01  APPOINTMENT, POWERS AND IMMUNITIES.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  97
86.  11.02  RELIANCE BY ADMINISTRATIVE AGENT.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
87.  11.03  DEFAULTS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  99
88.  11.04  RIGHTS AS A LENDER.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
89.  11.05  INDEMNIFICATION.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
90.  11.06  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.   . . . . . . . . . . . . . . . . . . . . . . . . 101
91.  11.07  FAILURE TO ACT.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
92.  11.08  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
93.  11.09  CONSENTS UNDER OTHER BASIC DOCUMENTS.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
  
SECTION 12.  MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
94.  12.01  WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
95.  12.02  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
96.  12.03  EXPENSES, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
97.  12.04  AMENDMENTS, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
98.  12.05  SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
99.  12.06  ASSIGNMENTS AND PARTICIPATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
100. 12.07  SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
101. 12.08  CAPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
102. 12.09  COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
103. 12.10  GOVERNING LAW; SUBMISSION TO JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
104. 12.11  WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
105. 12.12  TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
106. 12.13  APPOINTMENT OF THE BORROWER AS AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
</TABLE>




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<PAGE>   7

<TABLE>
<S>                                                                                                                  <C>        
107. 12.14  JOINT AND SEVERAL LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
108. 12.15  JUDGMENT CURRENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
</TABLE>


SCHEDULE I       -        MATERIAL AGREEMENT AND LIENS
SCHEDULE II      -        COMPLIANCE WITH LAWS
SCHEDULE III     -        SUBSIDIARIES AND INVESTMENTS
SCHEDULE IV      -        LITIGATION
SCHEDULE V       -        TAXES
SCHEDULE VI      -        CAPITALIZATION
SCHEDULE VII     -        PROJECT AGREEMENTS

EXHIBIT A        -        FORM OF NOTE
EXHIBIT B-1      -        FORM OF BORROWER PLEDGE AGREEMENT
EXHIBIT B-2      -        FORM OF THAI PLEDGE AGREEMENT
EXHIBIT C-1      -        FORM OF OPINION OF SPECIAL COUNSEL TO THE
                                    OBLIGORS
EXHIBIT C-2      -        FORM OF OPINION OF SPECIAL THAI COUNSEL
                                    TO THE OBLIGORS
EXHIBIT D        -       FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
                                    TO CHASE
EXHIBIT E        -       FORM OF CONFIDENTIALITY AGREEMENT
EXHIBIT F        -       FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT G        -       FORM OF PROCESS AGENT ACCEPTANCE
EXHIBIT H        -       FORM OF PROCESS AGENT POWER OF ATTORNEY FOR
                                    THAI ROMO
EXHIBIT I        -       FORM OF AFFILIATE SUBORDINATION AGREEMENT





                                                                          Page 6
<PAGE>   8


                 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
September 28, 1998, between: RUTHERFORD--MORAN OIL CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Delaware
(the "Borrower"); RUTHERFORD--MORAN EXPLORATION COMPANY, a corporation duly
organized and validly existing under the laws of the State of Delaware
("RMEC"); THAI ROMO HOLDINGS, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware ("TRH"); THAI ROMO LIMITED, a
limited liability company organized under the laws of the Kingdom of Thailand
("Thai Romo"); each of the Subsidiaries of the Borrower that becomes a
guarantor pursuant to Section 9.19 hereof, (RMEC, TRH, Thai Romo and each other
such Subsidiary of the Borrower that becomes a guarantor pursuant to Section
9.19 hereof, the "Subsidiary Guarantors"); each of the lenders that is a
signatory hereto identified under the caption "LENDERS" on the signature pages
hereto or that, pursuant to Section 12.06(b) hereof, shall become a "Lender"
hereunder (individually, a "Lender" and, collectively, the "Lenders"); and THE
CHASE MANHATTAN BANK, a New York State banking corporation, as administrative
agent for the Lenders (in such capacity, together with any successors in such
capacity, the "Administrative Agent").

                 The Borrower, the Subsidiary Guarantors, certain Lenders (the
"Existing Lenders") and the Administrative Agent are parties to a Credit
Agreement dated as of September 20, 1996, as amended and restated as of
December 3, 1997 (the "Existing Credit Agreement").  The Borrower has requested
that the Lenders and the Administrative Agent agree to amend and restate the
Existing Credit Agreement, and the Lenders and the Administrative Agent are
willing to amend and restate the Existing Credit Agreement, all on the terms
and conditions herein set forth.

                 Accordingly, the parties hereto agree to amend and restate the
Existing Credit Agreement so that, as amended and restated, it reads in its
entirety as provided herein.





                                Credit Agreement
<PAGE>   9
                                     - 2 -

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS
 
                1.01  CERTAIN DEFINED TERMS.  As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

                 "Affiliate" means, as to any Person, any Subsidiary of such
Person and any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person.  For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.  Notwithstanding the
foregoing, (i) no individual shall be an Affiliate of any Person solely by
reason of his or her being a director, officer or employee of such Person and
(ii) none of the Borrower and the Wholly Owned Subsidiaries of the Borrower
shall be Affiliates of each other.

                 "Affiliate Subordinated Indebtedness" shall mean Indebtedness
of any Subsidiary Guarantor to the Borrower or to any other Subsidiary
Guarantor for borrowed money the obligations of such Subsidiary Guarantor in
respect of which are subordinated to the obligations of such Subsidiary
Guarantor hereunder pursuant to an Affiliate Subordination Agreement (or on
other terms of subordination, and pursuant to documentation, reasonably
satisfactory to the Majority Lenders).

                 "Affiliate Subordination Agreement" shall mean one or more
subordination agreement(s) among the Borrower, any of the Subsidiary Guarantors
and the Administrative Agent in substantially the form of Exhibit I hereto.

                 "Applicable Lending Office" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or of an affiliate
of such Lender) designated for such Type of Loan on the signature pages hereof
or such other office of such Lender (or of an affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent and the
Borrower as the office by which its Loans of such Type are to be made and
maintained.





                                Credit Agreement
<PAGE>   10
                                     - 3 -

                 "Applicable Margin" shall mean (a) with respect to Base Rate
Loans, 3.00% per annum and (b) with respect to Eurodollar Loans, 4.50% per
annum; provided, however, the "Applicable Margin" shall increase with respect
to each Type of Loan by 1.00% on January 1, 1999 and by an additional 1.00% on
each successive Quarterly Date following January 1, 1999.

                 "B8/32 Partners" shall mean B8/32 Partners Ltd., a limited
liability company organized under the laws of the Kingdom of Thailand.

                 "Baht" shall mean lawful money of the Kingdom of Thailand.

                 "Bankruptcy Code" shall mean the U.S. Federal Bankruptcy Code
of 1978, as amended from time to time.

                 "Bareboat Charter" shall mean the Bareboat Charter dated as of
February 9, 1996, between Tantawan Production B.V. and Tantawan Services, LLC
in connection with the charter of the "TANTAWAN EXPLORER" for use in the
Tantawan Field in the Gulf of Thailand.

                 "Base Rate" shall mean, for any day, a rate per annum equal to
the higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b)
the Prime Rate for such day.  Each change in any interest rate provided for
herein based upon the Base Rate resulting from a change in the Base Rate shall
take effect at the time of such change in the Base Rate.

                 "Basic Documents" shall mean, collectively, this Agreement,
the Notes, the Pledge Agreements and the Existing Warrant Agreement and the
Second Warrant Agreement.

                 "Borrower Pledge Agreement" shall mean the Pledge Agreement
substantially in the form of Exhibit B-1 hereto executed by the Borrower in
favor of the Administrative Agent, as the same may be modified and supplemented
and in effect from time to time.





                                Credit Agreement
<PAGE>   11
                                     - 4 -

                 "Borrowing Base" shall have the meaning assigned to such term
in Section 1.04(b)(iii) hereof.

                 "Borrowing Base Deficiency" shall mean, with respect to any
Redetermination Date, the amount (if any) by which the aggregate principal
amount of the Loans outstanding as of such Redetermination Date exceeds the
Borrowing Base as redetermined as of such Redetermination Date.

                 "Business Day" shall mean any day (a) on which commercial
banks are not authorized or required to close in New York City and (b) if such
day relates to a borrowing of, a payment or prepayment of principal of or
interest on, a Conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice by the Borrower with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, that is also a day on which dealings
in Dollar deposits are carried out in the London interbank market.

                 "Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

                 "Casualty Event" shall mean, with respect to any Property of
any Person, any loss of or damage to, or any condemnation or other taking of,
such Property for which such Person or any of its Subsidiaries receives,
anticipates recovering or has filed a claim for Casualty Proceeds.

                 "Casualty Proceeds" shall mean the proceeds of any insurance,
condemnation award or other compensation paid or payable to the Borrower or any
Subsidiary Guarantor or any of their respective Subsidiaries by an insurer or
Government Authority in respect of any Casualty Event.

                 "Change of Control" shall mean that (i) Patrick Rutherford or
John Moran, (ii) their Affiliates, (iii) any trust or corporation, all of the
beneficiaries or


                                Credit Agreement
<PAGE>   12
                                     - 5 -

shareholders, as the case may be, of which are any one or more of the persons
referred to in clause (i) or their immediate family members, or (iv) any bona
fide legal representative of any of the individuals in clause (i) duly
appointed as a result of the death or legal incapacity of such individual,
shall cease to own collectively, directly or indirectly, more than 51% (on a
fully-diluted basis) of the aggregate voting shares of capital stock of all
classes of the Borrower or shall cease to have the ability to appoint or
remove, directly or indirectly (including voting rights obtained from other
shareholders), the majority of the members of the board of directors of the
Borrower.

                 "Chase" shall mean The Chase Manhattan Bank or any successor.

                 "Code" shall mean the U.S. Internal Revenue Code of 1986, as
amended from time to time.

                 "Commitment" shall mean, as to each Lender, the obligation of
such Lender to make a Loan pursuant to Section 2.01 hereof in a principal
amount at any one time outstanding up to but not exceeding the amount set
opposite such Lender's name on the signature pages hereof under the caption
"Commitment".  The original aggregate principal amount of the Commitments is
$200,000,000.

                 "Commitment Percentage" shall mean, with respect to any
Lender, the ratio of the amount of the Commitment of such Lender to the
aggregate of the Commitments of all the Lenders.

                 "Commitment Termination Date" shall mean the Scheduled
Commitment Termination Date or such earlier date as shall be determined in
accordance with Sections 2.03 and 2.09 hereof.

                 "Common Stock Escrow Agreement" shall mean the Escrow
Agreement, dated the date of this Agreement, between the Borrower and Chase
relating to certain warrants of the Borrower.

                 "Concession Agreement" shall mean, collectively, (i) Petroleum
Concession No. 1/2534/36 dated as of August 1, 1991, whereby the Ministry of
Industry of the Kingdom of Thailand awarded to Maersk, Thaipo, and Thai





                                Credit Agreement
<PAGE>   13
                                     - 6 -

Romo the concession to develop hydrocarbon producing properties in Block B8/32
in the Gulf of Thailand; (ii) Supplementary Petroleum Concession No. 1 to
Petroleum Concession No. 1/2534/36 dated as of March 6, 1992, whereby
Sophonpanich entered into Petroleum Concession No. 1/2534/36; and (iii)
Supplementary Petroleum Concession No. 2 to Petroleum Concession No. 1/2534/36
dated as of September 4, 1995, whereby Maersk transferred all of its interest
in the Tantawan Field to Thaipo and whereby Thaipo, Thai Romo and Sophonpanich
readjusted their respective interests in the Tantawan Field.

                 "Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.08 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

                 "Convert", "Conversion" and "Converted" shall refer to a
conversion pursuant to Section 2.08 hereof of one Type of Loans into another
Type of Loans, which may be accompanied by the transfer by a Lender (at its
sole discretion) of a Loan from one Applicable Lending Office to another.

                 "Deficiency" shall mean, on any date, the amount (if any) by
which the aggregate principal amount of the Loans as of such date exceeds the
Borrowing Base as in effect on such date.

                 "Default" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

                 "Determination Date" shall mean May 1 and November 1 of each
year commencing November 1, 1999; provided that if such date is not a Business
Day, the Determination Date shall be the immediately succeeding Business Day.

                 "Determination Period" shall mean, (a) with respect to any
Reserve Evaluation Report delivered by the Independent Petroleum Engineer, the
calendar year for which such report was prepared and (b) with respect to any
Reserve Evaluation Report prepared by any Obligor, the period from January 1 to
June 30 of the calendar year for which such report was prepared.





                                Credit Agreement
<PAGE>   14
                                     - 7 -

                 "Disposition" shall mean any sale, assignment, transfer, lease
or other conveyance or disposition of any Property which is given any value in
determining the Borrowing Base (whether now owned or hereafter acquired) by any
Obligor or any of its Subsidiaries to any other Person excluding (i) obsolete
or worn-out Property, tools or equipment no longer used or useful in its
business, (ii) any inventory or other Property (including, without limitation,
accounts receivable) sold or disposed of in the ordinary course of business and
ordinary business terms, (iii) any hydrocarbons produced, processed or sold in
the ordinary course of business and (iv) dispositions of Properties the subject
of Casualty Events.

                 "Dollar-Denominated Production Payments" shall mean production
payment obligations of the Borrower or any Subsidiary Guarantor which are
payable from a specified share of proceeds received from production from
specific Properties, together with all undertakings and obligations in
connection therewith.

                 "Dollars" and "$" shall mean lawful money of the United States
of America.

                 "Equity Issuance" shall mean (a) any issuance or sale by the
Borrower or any of its Subsidiaries after the date hereof of (i) any of its
capital stock, (ii) any warrants or options exercisable in respect of its
capital stock or (other than any warrants or options issued to directors,
officers, consultants or employees of the Borrower or any of its Subsidiaries
pursuant to employee benefit plans established in the ordinary course of
business and any capital stock of the Borrower issued upon the exercise of such
warrants or options) or (iii) any other security or instrument representing an
equity interest (or the right to obtain any equity interest) in the Borrower or
any of its Subsidiaries or (b) the receipt by the Borrower or any of its
Subsidiaries after the date hereof of any capital contribution (whether or not
evidenced by any equity security issued by the recipient of such contribution)
or (c) any Public Equity Offering; provided that an Equity Issuance shall not
include (w) any such issuance or sale by any Subsidiary of the Borrower to the
Borrower or any Subsidiary of the Borrower, (x) any capital contribution by the
Borrower or any Subsidiary of the Borrower to any Subsidiary of the Borrower,
(y) any issuance of convertible subordinated debt





                                Credit Agreement
<PAGE>   15
                                     - 8 -

that constitutes Subordinated Indebtedness issued in accordance with Section
9.07(n) hereof or (z) any issuance of equity securities upon the exercise of
any conversion right with respect to such convertible subordinated debt.

                 "Equity Rights" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such Person.

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

                 "ERISA Affiliate" shall mean any corporation or trade or
business that is a member of any group of organizations (i) described in
Section 414(b) or (c) of the Code of which any of the Borrower and its
Subsidiaries is a member and (ii) solely for purposes of potential liability
under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the
lien created under Section 302(f) of ERISA and Section 412(n) of the Code,
described in Section 414(m) or (o) of the Code of which any of the Borrower and
its Subsidiaries is a member.

                 "Escrow Agreement" shall mean the agreement between SBM,
Thaipo, Thai Romo, Sophonpanich and any other parties thereto relating to the
flow of funds from the operation of the Project and detailing the reimbursement
procedure referenced in Article 8.1 in the Operating Agreement for the payment
of amounts owed to SBM.

                 "Eurodollar Loans" shall mean Loans that bear interest at
rates based on rates referred to in the definition of "Eurodollar Rate" in this
Section 1.01.

                 "Eurodollar Rate" shall mean, with respect to any Eurodollar
Loan for any Interest Period therefor, the arithmetic mean, as determined by
the Administrative Agent, of the rates per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%) quoted by the respective Reference
Lenders at





                                Credit Agreement
<PAGE>   16
                                     - 9 -

approximately 11:00 a.m. London time (or as soon thereafter as practicable) on
the date two Business Days prior to the first day of such Interest Period for
the offering by the respective Reference Lenders to leading banks in the London
interbank market of Dollar deposits having a term comparable to such Interest
Period and in an amount comparable to the principal amount of the Eurodollar
Loan to be made by the respective Reference Lenders for such Interest Period.
If any Reference Lender is not participating in any Eurodollar Loans during any
Interest Period therefor, the Eurodollar Rate for such Loans for such Interest
Period shall be determined by reference to the amount of such Loans that such
Reference Lender would have made or had outstanding had it been participating
in such Loan during such Interest Period.

                 "Event of Default" shall have the meaning assigned to such
term in Section 10 hereof.

                 "Existing Agreement Closing Date" shall mean December 3, 1997.

                 "Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is
to be determined is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Chase on such Business Day on such
transactions as determined by the Administrative Agent.

                 "GAAP" shall mean accounting principles generally accepted in
the United States as such principles shall be in effect at the time of the
computation or determination or as of the date of the relevant financial
statements, as the case may be (the "Relevant Date").


                                Credit Agreement
<PAGE>   17
                                     - 10 -

                 "Gas Sales Agreement" shall mean the Gas Sales Agreement dated
as of November 7, 1995 among the Petroleum Authority of Thailand, as gas
purchaser, and Thaipo, Thai Romo, and Sophonpanich, as gas sellers, as amended
by the First Amendment to Gas Sales Agreement dated as of November 12, 1997.

                 "Government Authority" shall mean any federal, state,
provincial, municipal, local or territorial government or governmental
subdivision, department, court, commission, board, bureau, agency, regulatory
authority, instrumentality, judicial, taxing or administrative body, domestic
or foreign, including, without limitation, in the case of the Kingdom of
Thailand, any ministry or state enterprise of the Kingdom of Thailand and any
officer or official of any of the foregoing.

                 "Guarantee" shall mean a guarantee, an endorsement, a
contingent agreement to purchase or to furnish funds for the payment or
maintenance of, or otherwise to be or become contingently liable under or with
respect to, the Indebtedness, other obligations, net worth, or working capital
of any Person or any production or revenues generated by (or any capital or
other expenditures incurred in connection with the acquisition and exploitation
of, or the exploration for or development or production of) any Hydrocarbon
Properties, or a guarantee of the payment of dividends or other distributions
upon the stock or equity interests of any Person, or an agreement to purchase,
sell or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, a guarantee in favor of a bank or other
financial institution in order to cause such bank or financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business.  The terms "Guarantee" and "Guaranteed" used as a verb
shall have a correlative meaning.

                 "Hedging Agreement" shall mean, for any Person, an agreement
or arrangement between such Person and one or more financial institutions or
other entities providing for the transfer or mitigation of risks of
fluctuations in (x) the prices of hydrocarbons, either generally or under
specific circumstances or (y) currency exchange rates between U.S. dollars and
Thai baht either generally or under specific circumstances.


                                Credit Agreement
<PAGE>   18
                                     - 11 -

                 "Hydrocarbon Properties" shall mean, without duplication, the
Borrower's and Subsidiary Guarantors' interests in hydrocarbon reserves.

                 "Indebtedness" shall mean, for any Person (without
duplication):  (a) obligations created, issued or incurred by such Person for
borrowed money (whether by loan, the issuance and sale of debt securities or
the sale of Property to another Person subject to an understanding or
agreement, contingent or otherwise, to purchase or repurchase the same or
similar Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than
trade accounts payable (other than for borrowed money) arising, and accrued
expenses incurred, in the ordinary course of business so long as such trade
accounts payable are payable within 90 days after the date of receipt of the
invoice therefor; (c) obligations of others secured by a Lien on the Property
of such Person, whether or not the respective obligations so secured has been
assumed by such Person; (d) obligations of such Person in respect of letters of
credit, surety bonds or similar instruments issued or accepted by banks, surety
companies and other financial institutions for account of such Person and
issued in respect of liabilities of such Person of the type described in other
clauses of this definition; (e) Capital Lease Obligations of such Person other
than any thereof for which Thai Romo is liable and which is incurred in
connection with transactions under the Operating Agreement or the Joint
Operating Agreement; (f) obligations of such Person in respect of obligations
of the types specified in other clauses of this definition as a partner or
joint venturer of any partnership or joint venture (other than in respect of
obligations incurred in the ordinary course of business); (g) obligations of
such Person in respect of Interest Rate Protection Agreements or Hedging
Agreements; and (h) Indebtedness of others Guaranteed by such Person, provided
that the term "Indebtedness" shall not include any of the foregoing which are
subject to irrevocable legal defeasance in accordance with the terms thereof.
When used with respect to Thai Romo, "Indebtedness" shall include Thai Romo's
obligations to reimburse the operator under the Operating Agreement or The
Joint Operating Agreement for Thai Romo's pro rata share of payments made by
such operator in respect of Indebtedness incurred by such operator in
connection with transactions under such agreements.



                                Credit Agreement
<PAGE>   19
                                     - 12 -

                 "Independent Petroleum Engineer" shall mean Ryder Scott &
Associates or any firm of independent petroleum engineers selected by the
Borrower and acceptable to the Administrative Agent.

                 "Initial Reserve Evaluation Report" shall mean a report
prepared by Ryder Scott & Associates dated February 5, 1996 and affirmed as of
June 26, 1996, with respect to Proved Reserves, future cash flows, capital
expenditures, and net profits after the payment of the Thai special
renumeratory benefit, Thai corporate and other taxes and expenses as of January
1, 1996.

                 "Interest Coverage Ratio" shall mean, as at any date, the
ratio of (a) Operating Cash Flow for the four complete fiscal quarters of the
Borrower and its Subsidiaries ending on or most recently ended prior to such
date (but in no event shall this ratio be calculated prior to the fiscal
quarter of the Borrower ending March 31, 1999), in each case taken as a single
accounting period, to (b) Interest Expense for such period.

                 "Interest Expense" shall mean, for any period, interest
expense of the Borrower and its Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), including, without
limitation: (a) all interest in respect of Indebtedness (including, without
limitation, the interest component of any payments in respect of Capital Lease
Obligations) accrued (whether or not actually paid during such period) or
capitalized during such period plus (b) the net amount payable (or minus the
net amount receivable) under Interest Rate Protection Agreements during such
period (whether or not actually paid or received during such period); provided
that any interest paid or accrued on the Senior Subordinated Notes during such
period shall be excluded from the calculation of Interest Expenses if (x) such
payments are made from the proceeds of cash or Investments subject to the Lien
permitted pursuant to Section 9.06(w) hereof or (y) in the case of accrued
interest, sufficient funds are subject to the Lien permitted pursuant to
Section 9.06(w) hereof to pay such accrued interest.



                                Credit Agreement
<PAGE>   20
                                     - 13 -

                 "Interest Period" shall mean, with respect to any Eurodollar
Loan, each period commencing on the date such Eurodollar Loan is made or
Converted from a Base Rate Loan or the last day of the next preceding Interest
Period for such Loan and ending on the numerically corresponding day in the
first, second or third calendar month thereafter, as the Borrower may select as
provided in Section 4.05 hereof, except that each Interest Period that
commences on the last Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate
subsequent calendar month.

                 Notwithstanding the foregoing: (i) if any Interest Period
would otherwise end after the Commitment Termination Date, such Interest Period
shall end on the Commitment Termination Date; (ii) each Interest Period that
would otherwise end on a day that is not a Business Day shall end on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business Day); and (iii)
notwithstanding clause (i) above, no Interest Period shall have a duration of
less than one month and, if the Interest Period for any Eurodollar Loan would
otherwise be a shorter period, such Loan shall not be available hereunder for
such period.

                 "Interest Rate Protection Agreement" shall mean, for any
Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more financial institutions providing for the
transfer or mitigation of interest risks either generally or under specific
contingencies.

                 "Investment" in any Person shall mean any investment, whether
by means of share purchase, loan, advance, extension of credit, capital
contribution or otherwise, in or to such Person, the Guarantee of any
Indebtedness of such Person or the subordination of any claim against such
Person to other Indebtedness of such Person; except that "Investment" shall not
include investments in inventory or trade receivables made or arising in the
ordinary course of business for the sale of goods or services; provided that
when used with respect to Thai Romo, "Investments" shall include any payments
made by Thai Romo to the operator under the Operating Agreement in satisfaction
of Thai Romo's obligations to reimburse such operator for its pro rata share of
Investments made by such operator in connection with transactions under such
agreement.



                                Credit Agreement
<PAGE>   21
                                     - 14 -

                 "Joint Operating Agreement " shall mean, collectively, (i) the
Joint Operating Agreement dated as of August 1, 1991 between Maersk, Thai Romo,
Thaipo, and Sophonpanich, (ii) the Transfer Agreement dated March 2, 1995
between Maersk, Thai Romo, Thaipo, and Sophonpanich, whereby Maersk agrees to
convey its interest and operatorship in respect of the Tantawan Area of Block
B8/32 to Thaipo and (iii) the Agreement of Operatorship and Conveyance of
Interest dated as of March 3, 1995 between Maersk and Thaipo.

                 "Law" shall mean any present or future federal, state, local
or other constitution, charter, act, statute, law, ordinance, code, rule,
regulation, order, judgment of a court or  standards contained in any
applicable permit or approval, or any other legislative, judicial or
administrative action of any Governmental Authority, including without
limitation, those relating to (1) the protection of human health, safety or the
environment or (2) to regulation of emissions, discharges, releases or
threatened releases to the environment.

                 "Legal Requirements" shall mean all laws, rules or regulations
of any Government Authority or any order, writ, injunction or decree of any
court or governmental or regulatory authority or agency.

                 "Lien" shall mean, with respect to any Property, any
assignment in trust, mortgage, lien, pledge, charge, fiduciary or security
assignment, security interest or encumbrance of any kind in respect of such
Property (including, without limitation, any Production Payment, advance,
payment or similar arrangement with respect to minerals in place).  For
purposes of the foregoing, a Person shall be deemed to own subject to a Lien
any Property that it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement (other than an operating lease) relating to such Property.

                 "Loans" shall mean the loans provided for in Section 2.01
hereof, which may be Base Rate Loans and/or Eurodollar Loans.



                                Credit Agreement
<PAGE>   22
                                     - 15 -

                 "Maersk" shall mean Maersk Oil (Thailand) Limited, a company
organized under the laws of the Kingdom of Thailand.

                 "Majority Lenders" shall mean Lenders having at least 66 2/3%
of the aggregate amount of the Commitments or, if the Commitments shall have
terminated, Lenders holding at least 66 2/3% of the aggregate unpaid principal
amount of the Loans.

                 "Margin Stock" shall mean "margin stock" within the meaning of
Regulation U and Y.

                 "Material Adverse Effect" shall mean a material adverse effect
on (a) the financial condition of the Borrower and its Subsidiaries taken as a
whole, or (b) the ability of any of the Obligors to perform any of its payment
obligations or any of its other material obligations under any of the Basic
Documents to which it is a party.

                 "Multiemployer Plan" shall mean a multiemployer plan defined
as such in Section 3(37) of ERISA to which contributions have been made by the
Borrower or any of its Subsidiaries or any ERISA Affiliate and that is covered
by Title IV of ERISA.

                 "Net Available Proceeds" shall mean:

                 (a)  in the case of any Disposition by any Obligor, the amount
         of Net Cash Payments received in connection with such Disposition;

                 (b)  in the case of any Casualty Event, the aggregate amount
         of the Casualty Proceeds received by an Obligor in respect of such
         Casualty Event net of (i) reasonable expenses incurred by such Obligor
         in connection therewith and (ii) contractually required repayments of
         Indebtedness to the extent secured by a Lien on the Property the
         subject of such Casualty Event and any income and transfer taxes
         payable by such Obligor or the Borrower in respect of such Casualty
         Event; and



                                Credit Agreement
<PAGE>   23
                                     - 16 -

                 (c)  in the case of any Equity Issuance or the incurrence of
         any Subordinated Indebtedness, the aggregate amount of cash received
         by the Borrower and the Subsidiary Guarantors in respect of such
         Equity Issuance or the incurrence of such Subordinated Indebtedness,
         as the case may be, net of commissions, discounts and other
         transaction costs incurred by the Borrower and the Subsidiary
         Guarantors in connection therewith.

                 "Net Cash Payments" shall mean, with respect to any
Disposition, the aggregate amount of all cash payments, and the fair market
value of any non-cash consideration, received by an Obligor directly or
indirectly in connection with such Disposition; provided that (a) Net Cash
Payments shall be net of (i) the amount of any legal, title and recording tax
expenses, commissions and other fees and expenses paid by such Obligor in
connection with such Disposition and (ii) any Federal, state and local income
or other taxes estimated (including, without limitation, any foreign taxes) to
be payable by such Obligor, as the case may be, as a result of such Disposition
(but only to the extent that amounts equal to such estimated taxes are in fact
paid to the relevant Governmental Authority not later than the date such taxes
are required to be paid to such relevant Government Authority) and (b) Net Cash
Payments shall be net of any repayments by such Obligor of Indebtedness to the
extent that (i) such Indebtedness is secured by a Lien on the Property that is
the subject of such Disposition and (ii) such Indebtedness is to be repaid as a
condition to the Disposition of such Property.

                 "Non-Recourse Debt" shall mean any Indebtedness of the
Borrower or any Subsidiary of the Borrower in respect of which the sole
recourse of the holder or holders thereof (except to the extent approved by the
Majority Lenders) is to specified Properties of the Borrower or one of its
Subsidiaries and the revenues generated thereby or to a Subsidiary of the
Borrower whose only assets (except to the extent approved by the Majority
Lenders) consist of such specified Properties and the revenues generated
thereby and the terms and conditions of which (including, without limitation,
the amortization and other payment provisions of which and the interest and
other compensation payable in respect of which, the non-recourse provisions of
which and the other terms of which including, without limitation, covenants and
events of default), and the documentation for which, are acceptable to the
Majority Lenders; provided that



                                Credit Agreement
<PAGE>   24
                                     - 17 -

the existence in any document executed by the Borrower or such Subsidiary in
connection with such Non-Recourse Debt (the "Subject Debt") of a provision
which provides for recourse to the Properties or assets of the Borrower or such
Subsidiary generally by reason of gross negligence or willful misconduct of the
Borrower or such Subsidiary, will not cause the Subject Debt to be excluded
from the definition of "Non-Recourse Debt" prior to the time that a claim is
made against the Borrower or such Subsidiary, as the case may be, alleging the
gross negligence or willful misconduct of the Borrower or such Subsidiary, as
the case may be (it being understood that immediately upon any such claim being
made against the Borrower or such Subsidiary the amount of such claim shall
cease to be Non-Recourse Debt).

                 "Notes" shall mean the promissory notes provided for by
Section 2.07 hereof and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be modified and supplemented
and in effect from time to time.

                 "Obligors" shall mean, collectively, the Borrower and the
Subsidiary Guarantors.

                 "Operating Agreement" shall mean the Operating Agreement
between SBM Marine Services Thailand Ltd. and Tantawan Services, LLC, dated
February 9, 1996, relating to the operation of the "TANTAWAN EXPLORER".

                 "Operating Cash Flow" shall mean, for any period, the sum, for
the Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following:  (a) net operating
income (calculated before taxes, Interest Expense, exploration costs,
extraordinary and unusual items and income or loss attributable to equity in
Affiliates) for such period plus (b) depreciation, depletion, amortization and
other non-cash expenses (to the extent deducted in determining net operating
income) for such period.

                 "Original Notes" shall mean the promissory notes, dated as of
the Existing Agreement Closing Date, executed by the Borrower in favor of the
Existing Lenders.



                                Credit Agreement
<PAGE>   25
                                     - 18 -

                 "Payment Default" shall mean any failure of the Borrower to
pay any principal of or interest on the Loans when due.

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

                 "Permitted Investments" shall mean:  (a) direct obligations of
the United States of America, or of any agency thereof, or obligations
guaranteed as to principal and interest by the United States of America, or of
any agency thereof, in each case maturing not more than 180 days from the date
of acquisition thereof; (b) marketable general obligations issued by any state
of the United States of America maturing within 180 days from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings generally obtainable from either Standard & Poor's Ratings
Group or Moody's Investors Service, Inc.; (c) Dollar denominated domestic and
Eurodollar certificates of deposit, time or demand deposits or bankers'
acceptances and maturing within 180 days from the date of acquisition issued or
guaranteed by, or placed with, and money market deposit accounts issued or
offered by:  (i) any Lender, (ii) any other commercial bank organized under the
laws of the United States of America or any state thereof or the District of
Columbia (or the holding company of which such bank is a subsidiary) that
maintains a rating of "A" or better by Standard & Poor's Ratings Group or
Moody's Investors Services, Inc., and (iii) any branch located in the United
States of America of a commercial bank organized under the laws of the United
Kingdom, Canada or Japan (or the holding company of which such commercial bank
is a subsidiary) that maintains a rating of "A" or better by Standard & Poor's
Ratings Group or Moody's Investors Services, Inc.; (d) commercial paper rated
A-1 or better or P-1 or better by Standard & Poor's Ratings Group or Moody's
Investors Services, Inc., respectively; (e) investments arising under the Basic
Documents; and (f) fully collateralized repurchase agreements with a term of
not more than 30 days for underlying securities of the types described in
clauses (a) and (b) of this definition, entered into with any institution
meeting the qualifications specified in subclauses (i) through (iii) of clause
(c) of this definition.


                                Credit Agreement
<PAGE>   26
                                     - 19 -

                 "Person" shall mean any individual, corporation, company,
voluntary association, partnership, joint venture, trust, unincorporated
organization or government (or any agency, instrumentality or political
subdivision thereof).

                 "Plan" shall mean an employee benefit or other plan
established or maintained by the Borrower or any ERISA Affiliate and that is
covered by Title IV of ERISA, other than a Multiemployer Plan.

                 "Pledge Agreements" shall mean the Borrower Pledge Agreement
and the Thai Pledge Agreements.

                 "Post-Default Rate" shall mean, in respect of (a) any
principal of any Loan that is not paid when due (whether at stated maturity, by
acceleration or otherwise), a rate per annum during the period from and
including the due date to but excluding the date on which such amount is paid
in full equal to 2% plus the Base Rate as in effect from time to time plus the
Applicable Margin for Base Rate Loans (provided that, if the amount so in
default is principal of a Eurodollar Loan and the due date thereof is a day
other than the last day of the current Interest Period therefor, the
"Post-Default Rate" for such principal shall be, for the period from and
including such due date to but excluding the last day of such Interest Period,
2% plus the interest rate for such Loan as provided in Section 3.02(b) hereof)
and (b) interest on any Loan that is not paid when due (whether at stated
maturity, by acceleration or otherwise), a rate per annum during the period
from and including the due date to but excluding the date on which such amount
is paid in full equal to 2% plus the Base Rate as in effect from time to time
plus the Applicable Margin for Base Rate Loans.

                 "Present Value of Reserves" shall mean, as of any date,
estimated net cash flow expressed in Dollars (after development expenses and
production taxes) in respect of Proved Reserves attributable to Hydrocarbon
Properties calculated in accordance with risk factors and product pricing
models for hydrocarbon properties in effect at the time such estimate is made
and discounted to present value at a discount rate for Proved Reserves
acceptable, in each case, to the Required Lenders.


                                Credit Agreement
<PAGE>   27
                                     - 20 -

                 "Prime Rate" shall mean the rate of interest from time to time
announced by Chase at the Principal Office as its prime commercial lending
rate.

                 "Principal Office" shall mean the principal office of The
Chase Manhattan Bank, located on the date hereof at 270 Park Avenue, New York,
New York 10017.

                 "Production Payments" shall mean Dollar-Denominated Production
Payments and Volumetric Production Payments.

                 "Project" shall mean the ongoing development activities in the
Tantawan area of Block B8/32 in the Gulf of Thailand pursuant to the Project
Agreements.

                 "Project Agreements" shall mean, collectively, the agreements
set forth on Schedule VII hereto.

                 "Property" shall mean any property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including
any right or interest therein or thereto.

                 "Proved Reserves", for any Person, shall mean reserves (to the
extent of the net interest of such Person) comprised of quantities of
hydrocarbons which geologic and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions.

                 "PTT" shall mean The Petroleum Authority of Thailand.

                 "Public Equity Offering" shall mean an underwritten primary
public offering of the common stock of the Borrower, pursuant to an effective
registration statement filed with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



                                Credit Agreement
<PAGE>   28
                                     - 21 -

                 "Qualifying Shares" shall mean the shares of Thai Romo stock
held by PRRTHAI, Inc., THAIPRR, L.P., JAMTHAI, Inc., THAIJAM, L.P. and MDMTHAI,
Inc., representing an aggregate of five ordinary shares.

                 "Quarterly Dates" shall mean the last Business Day of March,
June, September and December in each year, the first of which shall be
September 30, 1996.

                 "Redetermination" shall mean a redetermination of the
Borrowing Base provided for by Section 1.04 hereof.

                 "Redetermination Date" shall have the meaning assigned to such
term in Section 1.04(b)(ii) hereof.

                 "Redetermination Event" shall mean the occurrence of any of
the following after the date of this Agreement:

                 (a)  the giving by the Administrative Agent or the Required
         Lenders of a notice to the Borrower indicating that the Threshold
         Amount will be redetermined pursuant to Section 1.04 hereof, provided
         that not more than one such notice may be given prior to any
         Redetermination Date and provided that no such notice may be given
         prior to the Redetermination Date occurring in connection with the
         Report Delivery Date occurring on September 15, 1999;

                 (b)  the giving by the Borrower of a notice to the
         Administrative Agent and the Lenders requesting that the Threshold
         Amount be determined pursuant to Section 1.04 hereof, provided that
         not more than one such notice may be given by the Borrower prior to
         any Redetermination Date;

                 (c)  the occurrence of any Equity Issuance;

                 (d)  the incurrence of any Subordinated Indebtedness permitted
         to be incurred pursuant to Section 9.07(n) hereof; and



                                Credit Agreement
<PAGE>   29
                                     - 22 -

                 (e)  any Disposition (including, for purposes hereof,
         dispositions of Properties the subject of Casualty Events).

                 "Reference Lenders" shall mean Chase.

                 "Regulation A", "Regulation D", "Regulation U", "Regulation X,
and "Regulation Y" shall mean, respectively, Regulations A, D, U, X and Y of
the Board of Governors of the Federal Reserve System (or any successor), as the
same may be modified and supplemented and in effect from time to time.

                 "Regulatory Change" shall mean, with respect to any Lender,
any change after the date hereof in U.S.  Federal, state or foreign law or
regulations (including, without limitation, Regulation D) or the adoption or
making after such date of any interpretation, directive or request applying to
a class of banks including such Lender of or under any U.S. Federal, state or
foreign law or regulations (whether or not having the force of law and whether
or not failure to comply therewith would be unlawful) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.

                 "Relevant Date" shall have the meaning assigned to such term
in the definition of "GAAP" in this Section 1.01.

                 "Report Delivery Date" shall mean each of March 15 and
September 15 in each year, commencing March 15, 1999; provided that if any such
day is not a Business Day, the Report Delivery Date shall be the immediately
succeeding Business Day.

                 "Required Lenders" shall mean Lenders having at least 75% of
the aggregate amount of the Commitments or, if the Commitments shall have
terminated, Lenders holding at least 75% of the aggregate unpaid principal
amount of the Loans.

                 "Reserve Evaluation Report" shall mean the Initial Reserve
Evaluation Report and each subsequent unsuperseded report that is prepared on a
basis reasonably consistent with the Initial Reserve Evaluation Report and is
otherwise reasonably satisfactory in form and substance to the Required
Lenders;



                                Credit Agreement
<PAGE>   30
                                     - 23 -

provided that each such Reserve Evaluation Report, with respect to the
Hydrocarbon Properties in which Thai Romo has an interest, shall include, among
other items, a delineation of the net cash flow to Thai Romo after payment of
the Kingdom of Thailand special remuneratory benefit, Thai corporate taxes and
other Taxes owing in or to the Kingdom of Thailand.

                 "Restricted Payments" shall mean dividends (in cash, Property
or obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any shares of any
class of stock of the Borrower or of any warrants, options or other rights to
acquire the same (or to make any payments to any other Person, such as "phantom
stock" payments, where the amount thereof is calculated with reference to the
fair market or equity value of the Borrower or any of its Subsidiaries), but
excluding (a) dividends payable solely in shares of common stock of the
Borrower, and (b) payments of interest and principal on Affiliate Subordinated
Indebtedness to the extent permitted by the provisions thereof.

                 "Sales Agreement" shall mean any contract or agreement for the
sale by Thai Romo of crude oil or other hydrocarbon products.

                 "SBM" shall mean, collectively, SBM Bahamas Limited, a
Bahamian corporation, SBM Marine Services Thailand Ltd., a Thai corporation,
and Tantawan Production B.V., a Netherlands corporation.

                 "Scheduled Commitment Termination Date" shall mean December
31, 1999.

                 "Second Warrant Agreement" shall mean the Warrant Agreement
dated the date of this Agreement between the Borrower and Chase, as the same
may be modified and supplemented and in effect from time to time.

                 "Senior Officer" shall mean, when used with respect to an
Obligor, the president, the principal executive officer, the principal
operating officer or the principal financial officer of such Obligor.



                                Credit Agreement
<PAGE>   31
                                     - 24 -

                 "Senior Subordinated Notes" shall mean the Borrower's 10.75%
Senior Subordinated Notes due 2004 in an aggregate principal amount not to
exceed $120,000,000, including any Indebtedness issued in exchange for the
Senior Subordinated Notes pursuant to the exchange offer contemplated in the
Registration Statement.

                 "Share Sale Agreement" shall mean the Share Sale Agreement
dated January 13, 1997 between Maersk Olie OG Gas AS and Thai Romo.

                 "Sophonpanich" shall mean Palong Sophon Limited, a limited
liability company organized under the laws of the Kingdom of Thailand, as
successor in interest to Sophonpanich Co., Limited.

                 "Subordinated Indebtedness" shall mean Indebtedness of the
Borrower or any of its Subsidiaries, excluding Affiliated Subordinated
Indebtedness and the Senior Subordinated Notes, in form and substance, and in
amounts, and containing provisions, including subordination provisions,
satisfactory to the Required Lenders.

                 "Subsidiary" shall mean, with respect to any Person, any
corporation, partnership or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
is at the time directly or indirectly owned or controlled by such Person or one
or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person.

                 "Tantawan Joint Operating Agreement" shall mean the Joint
Operating Agreement effective as of March 3, 1995 between Thaipo, Thai Romo and
Sophonpanich.

                 "Taxes" shall mean all taxes, levies, imposts, stamp taxes,
duties, charges to tax, fees, deductions, withholdings, or charges, which are
imposed, levied, collected, withheld or assessed by any Government Authority as
of the date of this Agreement or at any time in the future together with
interest thereon



                                Credit Agreement
<PAGE>   32
                                     - 25 -

and penalties with respect thereto, if any, including, without limitation,
production and severance taxes and "Tax" and "Taxation" shall be construed
accordingly.

                 "Thai Pledge Agreements" shall mean the Pledge Agreements
substantially in the form of Exhibit B-2 hereto executed by RMEC and TRH,
respectively, in favor of the Lenders represented by the Administrative Agent
under a power of attorney, as each shall be modified and supplemented and in
effect from time to time.

                 "Thaipo" shall mean Thaipo Limited, a limited liability
company organized under the laws of the Kingdom of Thailand.

                 "Thai-Tex" shall mean Thai-Tex Insurance Company, a captive
insurance company organized under the laws of the State of Hawaii, and a Wholly
Owned Subsidiary of the Borrower.

                 "Threshold Amount" shall mean, on any date, the amount most
recently determined to be the "Threshold Amount" in accordance with Section
1.04 hereof.

                 "Type" shall have the meaning assigned to such term in Section
1.03 hereof.

                 "Volumetric Production Payments" shall mean production payment
obligations of the Borrower or any Subsidiary Guarantor or any of its
Subsidiaries which are payable from a specified share of production from
specific Properties, together with all undertakings and obligations in
connection therewith.

                 "Warrant Agreement" shall mean the Warrant Agreement dated
December 3, 1997 between the Borrower and the Lenders, as the same may be
modified and supplemented and in effect from time to time.

                 "Wholly Owned Subsidiary" shall mean, with respect to any
Person, any corporation, partnership or other entity of which all of the equity
securities



                                Credit Agreement
<PAGE>   33
                                    -26-

or other ownership interests (other than, in the case of a corporation,
directors' qualifying shares) are directly or indirectly owned or controlled by
such Person or one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.

                 1.02  ACCOUNTING TERMS AND DETERMINATIONS.

                 (a)  Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made
and prepared in accordance with GAAP and all accounting or financial terms
shall have the meanings ascribed to such terms by GAAP.

                 (b)  None of the Obligors will change the last day of its
fiscal year from December 31 of each year, or the last days of the first three
fiscal quarters in each of its fiscal years from March 31, June 30 and
September 30 of each year, respectively.

                 1.03  Types of Loans.  Loans hereunder are distinguished by
"Type".  The "Type" of a Loan refers to whether such Loan is a Base Rate Loan
or a Eurodollar Loan, each of which constitutes a Type.

                 1.04  BORROWING BASE AND THRESHOLD AMOUNT DETERMINATIONS AND
COMPUTATIONS.

                 (a)  Initial Amounts.  The Borrowing Base in effect on the
date of this Agreement is hereby determined to be $200,000,000, and the
Threshold Amount in effect on the date of this Agreement is hereby determined
to be $60,000,000.  The Borrowing Base and the Threshold Amount shall remain at
the respective amounts determined pursuant to the first sentence of this
Section 1.04(a) until the date on which (x) the Administrative Agent shall next
establish the Borrowing Base and/or Threshold Amount, as the case may be, as
provided in Section 1.04(b) hereof or Section 1.04(c) hereof or (y) the
Borrowing Base and/or Threshold Amount is reduced pursuant to Section 2.09
hereof.
<PAGE>   34
                                      -27-

                 (b)  Scheduled Redeterminations.

                          (i)  As promptly as practicable following the receipt
         of the Reserve Evaluation Report on each Report Delivery Date on and
         after September 15, 1999, the Administrative Agent (in consultation
         with the Lenders) shall (A) redetermine the Threshold Amount on the
         basis of such Reserve Evaluation Report in the manner provided in
         clause (ii) of this Section 1.04(b), (B) notify the Lenders of such
         redetermination and (C) if such redetermination is approved by each of
         the Lenders, notify the Borrower and the Lenders of the Threshold
         Amount as so redetermined, provided that the Administrative Agent
         shall notify the Borrower on or prior to each Determination Date as to
         whether or not the Lenders have redetermined the Threshold Amount.
         Such redetermined Threshold Amount shall become effective on the
         Determination Date immediately following the Report Delivery Date for
         such Reserve Evaluation Report (or such later date as notified by the
         Administration Agent to the Borrower and the Lenders) and shall remain
         effective until again redetermined pursuant to this Section 1.04.
         Each date on which a redetermination of the Threshold Amount becomes
         effective as provided in the preceding sentence (or the Borrowing Base
         in the case of a Redetermination Event) is herein called a
         "Redetermination Date".

                          (ii)  Each redetermination by the Administrative
         Agent of the Borrowing Base and the Threshold Amount (and the Lenders'
         approval thereof) shall be made on the basis of parameters which may
         include the Present Value of Reserves attributable to Hydrocarbon
         Properties as set forth in the related Reserve Evaluation Report, as
         adjusted by the Administrative Agent with the approval of the Lenders,
         in its and their reasonable discretion, using the rates, factors,
         values, estimates, assumptions and computations set forth in such
         Reserve Evaluation Report and any other relevant information or
         factors (such adjustments being herein called "Borrowing Base
         Assumptions").

                          (iii)  As used herein, "Borrowing Base" shall mean
         the amount specified in Section 1.04(a) hereof as redetermined from
         time to time as provided in clauses (i) and (ii) of this Section
         1.04(b), each such redetermination to become effective as provided in
         said clause (i).





                                Credit Agreement

<PAGE>   35
                                      -28-

                 (c)  Unscheduled Redeterminations.  Not later than the date 45
days after any Redetermination Event, the Administrative Agent may (and (i) if
requested by the Required Lenders as provided in paragraph (a) of the
definition of such term in Section 1.01 hereof, (ii) if such Redetermination
Event is an event referred to in paragraph (b) of the definition of such term
in Section 1.01 hereof or (iii) if such Redetermination Event is an event
referred to in paragraphs (c), (d), or (e) of such term in Section 1.01 hereof
and the Borrower so requests, shall), by notice to the Borrower and the
Lenders, redetermine the Borrowing Base and the Threshold Amount (in the case
of paragraphs (b) and (e) of the definition of Redetermination Event) in
accordance with the provisions of Section 1.04(b)(ii) hereof with the approval
of the Lenders.  In determining the Borrowing Base and the Threshold Amount
pursuant to this Section 1.04(c), the Administrative Agent shall (with the
approval of the Lenders) be entitled to give effect to the occurrence of any
events or circumstances giving rise to or constituting the relevant
Redetermination Event.  Any determination of the Borrowing Base and Threshold
Amount following a Redetermination Event referred to in paragraph (e) of the
definition of such term in Section 1.01 hereof shall be made by the
Administrative Agent and the Lenders in their sole discretion based on such
factors as they deem relevant using the criteria generally employed by the
Administrative Agent and each such Lender, respectively, on the date of
determination with respect to borrowers similar to the Borrower.  The effective
date of the redetermined Borrowing Base and Threshold Amount (if applicable)
shall be established in accordance with Section 1.04(b) hereof, provided that
no Reserve Evaluation Report shall be required for a determination of the
Borrowing Base following a Redetermination Event referred to in paragraph (c),
(d) and (e) of the definition of such term in Section 1.01 hereof.
Notwithstanding anything herein to the contrary, upon the occurrence of any of
the events specified in clauses (c), (d) and (e) of the definition of
Redetermination Event, if the Borrower has not requested a redetermination of
the Borrower Base and Threshold Amount, as provided for above, the Borrowing
Base and Threshold Amount shall automatically be reduced only by 100% (but not
below zero) of the Net Available Proceeds received as a result of such
Redetermination Event.

                 (d)  Determinations Etc.  All determinations and
redeterminations and adjustments of the Borrowing Base, Threshold Amount or any
Borrowing Base Assumption by the Administrative Agent or the Required Lenders
provided





                                Credit Agreement

<PAGE>   36
                                      -29-

for in this Section 1.04 or in the definition of "Present Value of Reserves" in
Section 1.01 hereof, including any approvals or disapprovals of  a
determination or redetermination of the Borrowing Base, Threshold Amount or any
Borrowing Base Assumption or any adjustment thereof shall be made on a
reasonable basis, in good faith, in a manner reasonably consistent with the
basis on which the initial Threshold Amount was determined and in accordance
with then current standards and practices of the Administrative Agent or the
Lenders, as applicable, for similar oil and gas credits with respect to
borrowers similar to the Borrower.

                 1.05  COPIES OF DOCUMENTS.  Whenever this Agreement provides
that the Administrative Agent will distribute to the Lenders documents provided
by any of the Obligors, such Obligor shall furnish to the Administrative Agent
a copy of such document for each Lender.

                 SECTION 2.  COMMITMENTS, LOANS, NOTES AND PREPAYMENTS.

                 2.01  LOANS.

                 (a)  Loans.  Each Lender severally agrees, on the terms and
conditions of this Agreement, to make one or more loans to the Borrower in
Dollars during the period from and including the date hereof to but not
including the Commitment Termination Date in an aggregate principal amount up
to but not exceeding the lesser of (x) the Commitment of such Lender as in
effect from time to time and (y) an amount equal to such Lender's Commitment
Percentage multiplied by the Borrowing Base; provided that the Borrower may not
borrow Loans under this Agreement at any time while a Deficiency exists.
Subject to the terms and conditions of this Agreement, during such period the
Borrower may borrow, repay and reborrow the amount of the Commitments by means
of Base Rate Loans and Eurodollar Loans and may Convert Loans of one Type into
Loans of another Type (as provided in Section 2.08 hereof) or Continue Loans of
one Type as Loans of the same Type (as provided in Section 2.08 hereof).





                                Credit Agreement

<PAGE>   37
                                      -30-

                 (b)  Limit on Eurodollar Loans.  No more than five separate
Interest Periods in respect of Eurodollar Loans from each Lender may be
outstanding at any one time.

                 2.02  BORROWINGS.  The Borrower shall give the Administrative
Agent notice of each borrowing hereunder as provided in Section 4.05 hereof.
Not later than 1:00 p.m. New York time on the date specified for each borrowing
hereunder, each Lender shall make available the amount of the Loan or Loans to
be made by it on such date to the Administrative Agent, at an account in New
York, New York specified by the Administrative Agent, in immediately available
funds, for account of the Borrower.  The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by depositing the same, in
immediately available funds, in a single account of the Borrower designated by
the Borrower.

                 2.03  CHANGES OF COMMITMENTS.

                 (a)  The aggregate amount of the Commitments shall be
automatically reduced to zero on the Commitment Termination Date.

                 (b)  The Borrower shall have the right at any time or from
time to time (i) so long as no Loans are outstanding, to terminate the
Commitments and (ii) to reduce the aggregate unused amount of the Commitments;
provided that (x) the Borrower shall give notice of each such termination or
reduction as provided in Section 4.05 hereof and (y) each partial reduction
shall be in an aggregate amount at least equal to $5,000,000 or in integral
multiples of $1,000,000 in excess thereof.

                 (c)  The Commitments once terminated or reduced may not be
reinstated.





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<PAGE>   38
                                      -31-


                 2.04  COMMITMENT FEE.  The Borrower shall pay to the
Administrative Agent for account of each Lender a commitment fee on the daily
average unused amount of the difference, if any, between (x) each Lender's
outstanding Loans and (y) an amount equal to such Lender's Commitment
Percentage multiplied by the lesser of (i) the aggregate of the Commitments and
(ii) the Borrowing Base for the period from and including the date hereof to
but not including the earlier of the date such Lender's Commitment is
terminated and the Commitment Termination Date, at a rate per annum equal to
1/2 of 1%.  Accrued commitment fee shall be payable on each Quarterly Date
(provided that the Administrative Agent shall have provided to the Borrower a
written invoice, and provided further that failure of the Administrative Agent
to deliver such invoice shall not relieve the Borrower of the obligation to pay
such commitment fee) and on the earlier of the date the relevant Commitments
are terminated and the Commitment Termination Date.

                 2.05  LENDING OFFICES.  The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type.

                 2.06  SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT.  The failure
of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such
date, but neither any Lender nor the Administrative Agent shall be responsible
for the failure of any other Lender to make a Loan to be made by such other
Lender, and (except as otherwise provided in Section 4.06 hereof) no Lender
shall have any obligation to the Administrative Agent or any other Lender for
the failure by such Lender to make any Loan required to be made by such Lender.
The amounts payable by the Borrower at any time hereunder and under the Notes
to each Lender shall be a separate and independent debt and each Lender shall
be entitled to protect and enforce its rights arising out of this Agreement and
the Notes, and, to the extent permitted by law, it shall not be necessary for
any other Lender or the Administrative Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.





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<PAGE>   39
                                      -32-

                 2.07  NOTES.

                 (a)  The Loan made by each Lender shall be evidenced by a
single promissory note of the Borrower substantially in the form of Exhibit A
hereto, dated the date hereof, payable to such Lender in a principal amount
equal to the amount of its Commitment as originally in effect and otherwise
duly completed.

                 (b)  The date, amount, Type, interest rate and duration of
each Interest Period (if applicable) of or for each Loan made by each Lender to
the Borrower, and each payment made on account of the principal thereof, shall
be recorded by such Lender on its books and, prior to any transfer of the Note
held by it, endorsed by such Lender on the schedule attached to such Note or
any continuation thereof; provided that the failure of such Lender to make any
such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing hereunder or under such
Note in respect of the Loans.

                 (c)  No Lender shall be entitled to have its Note substituted
or exchanged for any reason, or subdivided for promissory notes of lesser
denominations, except in connection with a permitted assignment of all or any
portion of such Lender's Loan and Note pursuant to Section 12.06 hereof or a
required assignment of all of such Lender's Loans as contemplated by Section
5.07 hereof (and, (x) if requested by any Lender or in connection with any such
required assignment, the Borrower agrees to so exchange any Note and (y)
promptly following delivery to any Lender of replacement Note(s), such Lender
(if such Lender is an assigning Lender) agrees to deliver to the Borrower such
Lender's existing Note marked canceled).

                 2.08  OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF
LOANS.  Subject to Section 4.04 hereof, the Borrower shall have the right to
prepay Loans, or to Convert Loans of one Type into Loans of another Type or
Continue Loans of one Type as Loans of the same Type, at any time or from time
to time, provided that:  (a) the Borrower shall give the Administrative Agent
notice of each such prepayment, Conversion or Continuation as provided in
Section 4.05 hereof (and, upon the date specified in any such notice of
prepayment, the amount to be prepaid shall become due and payable hereunder);
and (b)





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<PAGE>   40
                                      -33-

Eurodollar Loans may be prepaid or Converted only on the last day of an
Interest Period for such Loans.  Notwithstanding the foregoing, and without
limiting the rights and remedies of the Lenders under Section 10 hereof, in the
event that any Event of Default shall have occurred and be continuing, the
Administrative Agent may (and at the request of the Majority Lenders shall)
suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan,
or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar
Loans shall be Converted (on the last day(s) of the respective Interest Periods
therefor) into Base Rate Loans.

                 2.09  MANDATORY PREPAYMENTS AND REDUCTIONS OF COMMITMENTS.

                 (a)  Borrowing Base.  In the event that, after giving effect
to any Redetermination, the Borrowing Base as redetermined is less than the
aggregate principal amount of the Loans outstanding on the related
Redetermination Date, the Borrower shall prepay an amount of the Loans equal to
the Deficiency in six equal monthly installments, commencing on the Business
Day following the date on which the Administrative Agent notifies the Borrower
of the effectiveness of such Redetermination with the remaining such
installments to be paid on the corresponding day in each of the remaining
succeeding months (or, if any such day is not a Business Day, on the next
succeeding Business Day), provided that if the Borrowing Base has decreased by
reason of an event specified in clauses (c), (d) or (e) of the definition of
Redetermination Event, such prepayment shall be made on such earlier date or
dates as the Required Lenders (through the Administrative Agent) may specify to
the Borrower.

                 (b)  Threshold Amount.  Notwithstanding any provision of this
Agreement to the contrary, (x) if, at any time after October 31, 1999, the
aggregate principal amount of the Loans shall exceed the Threshold Amount at
such time, the Borrower shall immediately prepay Loans in an amount equal to
such excess and (y) any reference in this Agreement or any of the other Basic
Documents to the "Threshold Amount" shall be deemed to be a reference to the
"Borrowing Base."





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<PAGE>   41
                                      -34-

                 (c)  Casualty Events.  Within 30 days following the occurrence
of any Casualty Event affecting any Property (the "Affected Property") of any
Obligor that is expected to result in the receipt by such Obligor of Net
Available Proceeds in excess of $5,000,000, such Obligor shall deliver to the
Lenders a statement, certified by the chief financial officer of such Obligor
and in form and detail satisfactory to the Administrative Agent, of the amount
of the Net Available Proceeds in excess of $5,000,000 of any insurance,
condemnation award or other compensation resulting from such Casualty Event.
Such statement shall indicate whether the affected Obligor intends to (i)
repair or replace the Affected Property, (ii) reinvest such Net Available
Proceeds in Property of comparable value and substantially similar in respect
of type, cash-flow profile and location, if applicable, or (iii) prepay the
Loans in an amount equal to 100% of such Net Available Proceeds.  If such
Borrower has indicated that it intends to repair or replace the Affected
Property or reinvest the Net Available Proceeds relating thereto in Property of
comparable value (which Property is satisfactory to the Majority Lenders), such
Borrower shall either (i) commence such repair or replacement not later than
the later of (x) 30 days following the receipt of the proceeds of any
insurance, condemnation award or compensation in respect of such Casualty Event
and (y) the receipt of all governmental approvals required for the commencement
of such repair or replacement or (ii) reinvest such proceeds not later than the
later of (p) 90 days after the receipt thereof or (q) the receipt of all
governmental approvals required for such reinvestment, as the case may be.  If
such Obligor has indicated that it does not intend to effect such repair,
replacement or reinvestment, then promptly upon receipt of such funds, the
Borrower shall prepay, subject to receipt of all government approvals, if any,
required for such prepayment, the Loans, the Borrowing Base and Threshold
Amount shall be subject to automatic reduction, in an aggregate amount, if any,
equal to the percentage of the Net Available Proceeds of such Casualty Event
attributable to Property which is then given value in determining the Borrowing
Base or Threshold Amount and not theretofore applied to the repair or
replacement of such Property, such prepayment to be effected in each case in
the manner specified in paragraph (c) of this Section 2.09.

                 (d)  Change of Control.  Unless each Lender shall have
consented to the occurrence of a Change of Control, concurrently with the
occurrence of the event giving rise to such Change of Control the Borrower
shall prepay the Loans in full, and the Commitments shall be automatically
reduced to zero.





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<PAGE>   42
                                      -35-

                 (e)  Application.  Prepayments and reductions of Borrowing
Base and/or the Threshold Amount, as applicable, described in the above clauses
of this Section 2.09 and Section 1.04 shall be effected as follows:  the
Borrowing Base and/or the Threshold Amount, as applicable, shall be
automatically reduced by an amount equal to the amount specified in such
clauses (and to the extent that, after giving effect to such reduction, the
aggregate principal amount of the Loans would exceed the Borrowing Base and/or
the Threshold Amount, the Borrower shall prepay the Loans in an amount equal to
the Deficiency in accordance with Sections 2.09(a), (b), (c) and (d)).

                 2.10  PAYMENT OF FEES.  The Borrower shall pay to the
Administrative Agent, for the Administrative Agent's and the Lenders' accounts,
as applicable, the fees in accordance with the Fee Letter dated as of September
28, 1998 between the Borrower and Chase.


                 SECTION 3.  PAYMENTS OF PRINCIPAL AND INTEREST.

                 3.01  Repayment of Loans.    The Borrower hereby promises to
pay to the Administrative Agent for account of each Lender the entire
outstanding principal amount of such Lender's Loans, and each Loan shall
mature, on the Commitment Termination Date.  In addition, if following any
reduction in the Commitments the aggregate principal amount of the Loans shall
exceed the Commitments, the Borrower shall pay Loans in an aggregate amount
equal to such excess.

                 3.02  INTEREST.  the Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest on the unpaid
principal amount of each Loan made by such Lender for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

                 (a)  during such periods as such Loan is a Base Rate Loan, the
         Base Rate (as in effect from time to time) plus the Applicable Margin;
         and





                                Credit Agreement

<PAGE>   43
                                      -36-

                 (b)  during such periods as such Loan is a Eurodollar Loan,
         for each Interest Period therefor, the Eurodollar Rate for such Loan
         for such Interest Period plus the Applicable Margin.

Notwithstanding the foregoing, the Borrower hereby promises to pay to the
Administrative Agent for account of the Administrative Agent or any Lender
interest at the applicable Post-Default Rate on the following:

                 (i)      on any principal of any Loan held by such Lender that
         shall not be paid in full when due (whether at stated maturity, by
         acceleration or otherwise) for the period from and including the due
         date thereof to but excluding the date the same is paid in full; and

                 (ii)     on any interest on any Loan that shall not be paid in
         full when due for the period from the due date thereof to but
         excluding the date the same is paid in full.

                 Accrued interest on each Loan shall be payable (i) in the case
of a Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the case of a
Eurodollar Loan, on the last day of each Interest Period therefor (or, in the
case of any Eurodollar Loan that has an Interest Period of longer than three
months, on the date three months following the commencement of such Interest
Period and on the last day of such Interest Period) and (iii) in the case of
any Loan, upon the payment or prepayment thereof or the Conversion of such Loan
to a Loan of another Type (but only on the principal amount so paid, prepaid or
Converted), except that interest payable at the Post-Default Rate shall be
payable from time to time on demand.  Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall give notice thereof to the Lenders to which such interest is
payable and to the Borrower.





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<PAGE>   44
                                      -37-

                 SECTION 4.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

                 4.01  Payments.

                 (a)  Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Borrower
under this Agreement and the Notes, shall be made in Dollars, in immediately
available funds, without deduction, set-off or counterclaim, to the
Administrative Agent at an account in New York, New York specified by the
Administrative Agent, not later than 1:00 p.m. New York time on the date on
which such payment shall become due (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business
Day).

                 (b)  The Borrower shall, at the time of making each payment
under this Agreement or any Note for account of any Lender, specify to the
Administrative Agent (which shall so notify the intended recipient(s) thereof)
the Loans or other amounts payable by the Borrower hereunder to which such
payment is to be applied (except that, unless such payment is specified by the
Borrower to be a payment or prepayment of principal required to be made under
Section 3.01 or 2.09 hereof or a payment of interest required to be made under
Section 3.02 hereof, if an Event of Default has occurred and is continuing, the
Administrative Agent may distribute such payment to the Lenders for application
in such manner as it or the Majority Lenders, subject to Section 4.02 hereof,
may determine to be appropriate).

                 (c)  Each payment received by the Administrative Agent under
this Agreement or any Note for account of any Lender shall be paid by the
Administrative Agent promptly to such Lender, in immediately available funds,
for account of such Lender's Applicable Lending Office for the Loan or other
obligation in respect of which such payment is made.

                 (d)  If the due date of any payment under this Agreement or
any Note would otherwise fall on a day that is not a Business Day, such date
shall be extended to the next succeeding Business Day, and interest shall be
payable for any principal so extended for the period of such extension.

                 4.02  PRO RATA TREATMENT.  Except to the extent otherwise
provided herein:  (a) each borrowing from the Lenders under Section 2.01 hereof
shall be made from the Lenders, each payment of commitment fees under Section
2.04





                                Credit Agreement

<PAGE>   45
                                      -38-

hereof shall be made for the account of the Lenders and each termination or
reduction of the amount of the Commitments under Section 2.03 hereof shall be
applied to the respective Commitments of the Lenders, pro rata according to the
amounts of their respective Commitments; (b) except as otherwise provided in
Section 5.04 hereof, Eurodollar Loans having the same Interest Period shall be
allocated pro rata among the Lenders according to the amounts of their
respective Commitments (in the case of the making of Loans) or their respective
Loans (in the case of Conversions and Continuations of Loans); (c) each payment
or prepayment of principal of Loans by the Borrower shall be made for account
of the Lenders pro rata in accordance with the respective unpaid principal
amounts of the Loans held by them, provided that if immediately prior to giving
effect to any such payment in respect of any Loans the outstanding principal
amount of the Loans shall not be held by the Lenders pro rata in accordance
with their respective Commitments in effect at the time such Loans were made
(whether by reason of a failure of a Lender to make a Loan hereunder or
otherwise), then such payment shall be applied to the Loans in such manner as
shall result, as nearly as is practicable, in the outstanding principal amount
of the Loans being held by the Lenders pro rata in accordance with their
respective Commitments; and (d) each payment of interest on Loans by the
Borrower shall be made for account of the Lenders pro rata in accordance with
the amounts of interest on such Loans then due and payable to the respective
Lenders.

                 4.03  COMPUTATIONS.  Interest on Eurodollar Loans and
commitment fee shall be computed on the basis of a year of 360 days and actual
days elapsed (including the first day but excluding the last day) occurring in
the period for which payable and interest on Base Rate Loans shall be computed
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed (including the first day but excluding the last day) occurring in the
period for which payable.  Notwithstanding the foregoing, for each day that the
Base Rate is calculated by reference to the Federal Funds Rate, interest on
Base Rate Loans shall be computed on the basis of a year of 360 days and actual
days elapsed.

                 4.04  MINIMUM AMOUNTS.   Except for prepayments required
pursuant to Section 2.09 hereof, each borrowing, Conversion and partial
prepayment of principal of Loans shall be in an aggregate amount at least equal
to $1,000,000 (borrowings, Conversions or prepayments of or into Loans of
different Types or, in the case of Eurodollar Loans, having different Interest





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<PAGE>   46
                                      -39-

Periods at the same time hereunder to be deemed separate borrowings,
Conversions and prepayments for purposes of the foregoing, one for each Type or
Interest Period), provided that the aggregate principal amount of Eurodollar
Loans having the same Interest Period shall be in an amount at least equal to
$1,000,000 and, if any Eurodollar Loans would otherwise be in a lesser
principal amount for any period, such Loans shall be Base Rate Loans during
such period.

                 4.05  CERTAIN NOTICES.  Notices by the Borrower to the
Administrative Agent of borrowings, Conversions, Continuations and optional
prepayments of Loans, of Types of Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 12:00 noon New York time on the number of
Business Days prior to the date of the relevant termination, reduction,
borrowing, Conversion, Continuation or prepayment or the first day of such
Interest Period specified below:

<TABLE>
<CAPTION>
                                                            Number of
                                                             Business
                 Notice                                     Days Prior
                 ------                                     ----------
         <S>                                                <C>
         Termination or reduction of
         Commitments                                                3

         Borrowing or prepayment of,
         or Conversions into,
         Base Rate Loans                                            1

         Borrowing or prepayment of,
         Conversions into, Continuations
         as, or duration of Interest
         Period for, Eurodollar Loans                               3
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced.  Each such notice of borrowing,
Conversion, Continuation or optional prepayment shall specify the Loans to be
borrowed, Converted, Continued or prepaid and the amount (subject to





                                Credit Agreement

<PAGE>   47
                                      -40-

Section 4.04 hereof) and Type of each Loan to be borrowed, Converted, Continued
or prepaid and the date of borrowing, Conversion, Continuation or optional
prepayment (which shall be a Business Day).  Each such notice of the duration
of an Interest Period shall specify the Loans to which such Interest Period is
to relate.  The Administrative Agent shall promptly notify the Lenders of the
contents of each such notice.  In the event that the Borrower fails to select
the Type of Loan, or the duration of any Interest Period for any Eurodollar
Loan, within the time period and otherwise as provided in this Section 4.05,
such Loan (if outstanding as a Eurodollar Loan) will be automatically Converted
into a Base Rate Loan on the last day of the then current Interest Period for
such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not
then outstanding) will be made as, a Base Rate Loan.

                 4.06  NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.
Unless the Administrative Agent shall have been notified by a Lender or the
Borrower (the "Payor") prior to the date on which the Payor is to make payment
to the Administrative Agent or (in the case of a Lender) the proceeds of a Loan
to be made by such Lender hereunder or (in the case of the Borrower) a payment
to the Administrative Agent for account of one or more of the Lenders hereunder
(such payment being herein called the "Required Payment"), which notice shall
be effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date (the "Advance Date") such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment,
the Administrative Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, provided that if neither
the recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:





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<PAGE>   48
                                      -41-

                  (i)     if the Required Payment shall represent a payment to
         be made by the Borrower to the Lenders, the Borrower and the
         recipient(s) shall each be obligated retroactively to the Advance Date
         to pay interest in respect of the Required Payment at the Post-Default
         Rate (without duplication of the obligation of the Borrower under
         Section 3.02 hereof to pay interest on the Required Payment at the
         Post-Default Rate), it being understood that the return by the
         recipient(s) of the Required Payment to the Administrative Agent shall
         not limit such obligation of the Borrower under said Section 3.02 to
         the extent required thereunder to pay interest at the Post-Default
         Rate in respect of the Required Payment; and

                 (ii)     if the Required Payment shall represent proceeds of a
         Loan to be made by the Lenders to the Borrower, the Payor and the
         Borrower shall each be obligated retroactively to the Advance Date to
         pay interest in respect of the Required Payment pursuant to whichever
         of the rates specified in Section 3.02 hereof is applicable to the
         Type of such Loan, it being understood that the return by the Borrower
         of the Required Payment to the Agent shall not limit any claim the
         Borrower may have against the Payor in respect of such Required
         Payment.

                 4.07  SHARING OF PAYMENTS, ETC.

                 (a)  Each Obligor agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option (to the fullest
extent permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for
the credit or account of such Obligor at any of its offices, in Dollars or in
any other currency, against any principal of or interest on any of such
Lender's Loans or any other amount payable to such Lender hereunder, that is
not paid when due (regardless of whether such deposit or other indebtedness are
then due to such Obligor), in which case it shall promptly notify such Obligor
and the Administrative Agent thereof, provided that such Lender's failure to
give such notice shall not affect the validity thereof.





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<PAGE>   49
                                      -42-

                 (b)  If any Lender shall obtain from any Obligor payment of
any principal of or interest on any Loan owing to it or payment of any other
amount under this Agreement or any other Basic Document through the exercise of
any right of set-off, banker's lien or counterclaim or similar right or
otherwise (other than from the Administrative Agent as provided herein), and,
as a result of such payment, such Lender shall have received a greater
percentage of the principal of or interest on the Loans or such other amounts
then due hereunder or thereunder by such Obligor to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans or such other amounts, respectively,
owing to such other Lenders (or in interest due thereon, as the case may be) in
such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses that may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each of the Lenders, provided that if at the time of
such payment the outstanding principal amount of the Loans shall not be held by
the Lenders pro rata in accordance with their respective Commitments in effect
at the time such Loans were made (whether by reason of a failure of a Lender to
make a Loan hereunder or otherwise), then such purchases of participations
and/or direct interests shall be made in such manner as will result, as nearly
as is practicable, in the outstanding principal amount of the Loans being held
by the Lenders pro rata according to the amounts of such Commitments.  To such
end all the Lenders shall make appropriate adjustments among themselves (by the
resale of participations sold or otherwise) if such payment is rescinded or
must otherwise be restored.

                 (c)  Each Obligor agrees that, to the extent permitted by law,
any Lender so purchasing such a participation (or direct interest) may exercise
all rights of set-off, banker's lien, counterclaim or similar rights with
respect to such participation as fully as if such Lender were a direct holder
of Loans or other amounts (as the case may be) owing to such Lender in the
amount of such participation.





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<PAGE>   50
                                      -43-

                 (d)  Nothing contained herein shall require any Lender to
exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of any of the Obligors.  If, under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a set-off to which this Section 4.07 applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 4.07 to share in the benefits of any recovery on such
secured claim.

                 SECTION 5.  YIELD PROTECTION, ETC.

                 5.01  ADDITIONAL COSTS.

                 (a)  The Borrower shall pay directly to each Lender from time
to time such amounts as such Lender may reasonably determine to be necessary to
compensate such Lender for any costs that such Lender determines are
attributable to its making or maintaining of any Eurodollar Loans or its
obligation to make any Eurodollar Loans hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any of such Loans or
such obligation (such increases in costs and reductions in amounts receivable,
together with costs referred to in Section 5.01(b) hereof, being herein called
"Additional Costs"), resulting from any Regulatory Change that:

                  (i)     shall (without duplication of amounts paid pursuant
         to Section 5.06 (or that would have been paid pursuant to Section 5.06
         but for Subsection (a)(i) or (a)(ii) thereof), 6.07 (or that would
         have been paid pursuant to Section 6.07 but for Subsection (b)
         thereof) or 12.03(c) hereof) subject any Lender (or its Applicable
         Lending Office for any of such Loans) to any tax, duty or other charge
         in respect of such Loans or its Note or changes the basis of taxation
         of any amounts payable to such Lender under this Agreement or its Note
         in respect of any of such Loans (excluding, in each case, any such
         changes in the rate of tax on the overall net income of,





                                Credit Agreement

<PAGE>   51
                                      -44-

         or the rate at which franchise taxes are imposed on, such Lender or
         such Applicable Lending Office by the jurisdiction in which such
         Lender has its principal office or such Applicable Lending Office); or

                 (ii)     imposes or modifies any reserve, special deposit or
         similar requirements (other than, in the case of any Lender for any
         period as to which the Borrower is required to pay any amount under
         paragraph (d) below, the reserves against "Eurocurrency liabilities"
         under Regulation D therein referred to) relating to any extensions of
         credit or other assets of, or any deposits with or other liabilities
         of, such Lender (including, without limitation, any of such Loans or
         any deposits referred to in the definition of "Eurodollar Rate" in
         Section 1.01 hereof), or any commitment of such Lender (including,
         without limitation, the Commitments of such Lender hereunder); or

                (iii)     imposes any other condition affecting this Agreement
         or its Note (or any of such extensions of credit or liabilities) or
         its Commitments.

If any Lender requests compensation from the Borrower under this Section
5.01(a), the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.

                 (b)  Without limiting the effect of the foregoing provisions
of this Section 5.01 (but without duplication), the Borrower shall pay directly
to each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender (or, without duplication,
the holding company of which such Lender is a subsidiary) for any costs that it
determines are attributable to the maintenance by such Lender (or any
Applicable Lending Office or such bank holding company) of capital in respect
of its Commitments or Loan that it would not have incurred but for a Regulatory
Change (such compensation to include, without limitation, an amount equal to





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                                      -45-

any reduction of the rate of return on assets or equity of such Lender (or any
Applicable Lending Office or such bank holding company) to a level below that
which such Lender (or any Applicable Lending Office or such bank holding
company) could have achieved but for such Regulatory Change).

                 (c)  Each Lender shall notify the Borrower of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in
any event within 45 days, after such Lender obtains actual knowledge thereof;
provided that (i) if any Lender fails to give such notice within 45 days, after
it obtains actual knowledge of such an event, such Lender shall, with respect
to compensation payable pursuant to this Section 5.01 in respect of any
Additional Costs resulting from such event, only be entitled to payment under
this Section 5.01 for Additional Costs incurred from and after the date 45
days, prior to the date that such Lender does give such notice and (ii) each
Lender will make all reasonable efforts to avoid the need for or minimize the
amount of such compensation, including, without limitation, designating a
different Applicable Lending Office for the Loans of such Lender affected by
such event if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the reasonable opinion of such Lender,
be disadvantageous to such Lender, except that such Lender shall have no
obligation to designate an Applicable Lending Office located in the United
States of America.  Each Lender will furnish to the Borrower a certificate
setting forth the basis and amount of each request by such Lender for
compensation under paragraph (a) or (b) of this Section 5.01.   Determinations
and allocations by any Lender for purposes of this Section 5.01 of the effect
of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of
the effect of capital maintained pursuant to paragraph (b) of this Section
5.01, on its costs or rate of return of maintaining Loans or its obligation to
make Loans, or on amounts receivable by it in respect of Loans, and of the
amounts required to compensate such Lender under this Section 5.01, shall (i)
be made in good faith and on a reasonable basis and (ii) be prima facie
evidence of such Lender's right to receive such compensation.

                 (d)  Without limiting the effect of the foregoing, but without
duplication of amounts required to be paid in respect of any Reserve
Requirement under the calculation of Eurodollar Rate hereunder, the Borrower





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                                      -46-

shall pay to each Lender on the last day of each Interest Period so long as
such Lender is maintaining reserves against "Eurocurrency liabilities" under
Regulation D (or so long as such Lender is, by reason of any Regulatory Change,
maintaining reserves against any other category of liabilities that includes
deposits by reference to which the interest rate on Eurodollar Loans is
determined as provided in this Agreement or against any category of extensions
of credit or other assets of such Lender that includes any Eurodollar Loans) an
additional amount (determined in good faith and on a reasonable basis by such
Lender and notified to the Borrower through the Administrative Agent) equal to
the product of the following for each Eurodollar Loan held by such Lender for
each day during such Interest Period:

                  (i)     the principal amount of such Eurodollar Loan
         outstanding on such day; and

                 (ii)     the remainder of (x) a fraction the numerator of
         which is the rate (expressed as a decimal) at which interest accrues
         on such Eurodollar Loan for such Interest Period as provided in this
         Agreement (less the Applicable Margin) and the denominator of which is
         one minus the effective rate (expressed as a decimal) at which such
         reserve requirements are imposed on such Lender on such day minus (y)
         such numerator; and

                (iii)     1/360.

                 5.02  LIMITATION ON TYPES OF LOANS.  Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any
Eurodollar Rate for any Interest Period:

                 (a)  the Administrative Agent determines, which determination
         shall be conclusive, that quotations of interest rates for the
         relevant deposits referred to in the definition of "Eurodollar Rate"
         in Section 1.01 hereof are not being provided in the relevant amounts
         or for the relevant maturities for purposes of determining rates of
         interest for Eurodollar Loans as provided herein; or





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                                      -47-

                 (b)  the Majority Lenders determine, which determination shall
         be conclusive, and notify the Administrative Agent that the relevant
         rates of interest referred to in the definition of "Eurodollar Rate"
         in Section 1.01 hereof upon the basis of which the rate of interest
         for Eurodollar Loans for such Interest Period is to be determined are
         not likely to be adequate to cover the cost to such Lenders of making
         or maintaining Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Borrower shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Loans, either prepay such Loans or Convert such
Loans into Base Rate Loans in accordance with Section 2.08 hereof.

                 5.03  ILLEGALITY.  Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans hereunder (and, in the sole opinion of such Lender, the
designation of a different Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify the Borrower thereof (with a copy to the Administrative
Agent) and such Lender's obligation to make or Continue, or to Convert Loans of
any other Type into, Eurodollar Loans shall be suspended until such time as
such Lender may again make and maintain Eurodollar Loans (in which case the
provisions of Section 5.04 hereof shall be applicable).





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                                      -48-

                 5.04  TREATMENT OF AFFECTED LOANS.  If the obligation of any
Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03
hereof, such Lender's Eurodollar Loans shall be automatically Converted into
Base Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Loans (or, in the case of a Conversion required by Section 5.01(b)
or 5.03 hereof, on such earlier date as such Lender may specify to the Borrower
with a copy to the Administrative Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in Section 5.01
or 5.03 hereof that gave rise to such Conversion no longer exist:

                 (a)  to the extent that such Lender's Eurodollar Loans have
         been so Converted, all payments and prepayments of principal that
         would otherwise be applied to such Lender's Eurodollar Loans shall be
         applied instead to its Base Rate Loans; and

                 (b)  all Loans that would otherwise be made or Continued by
         such Lender as Eurodollar Loans shall be made or Continued instead as
         Base Rate Loans, and all Base Rate Loans of such Lender that would
         otherwise be Converted into Eurodollar Loans shall remain as Base Rate
         Loans.

If such Lender gives notice to the Borrower with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 5.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after
giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans
and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitments.





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                                      -49-


                 5.05  BROKEN FUNDING.  The Borrower shall pay to the
Administrative Agent for account of each Lender, upon the request of such
Lender through the Administrative Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Lender) to compensate it for any
loss, cost or expense that such Lender reasonably determines in good faith is
attributable to:

                 (a)  any payment, prepayment or Conversion of a Eurodollar
         Loan made by such Lender for any reason (including, without
         limitation, the acceleration of the Loans pursuant to Section 10
         hereof) on a date other than the last day of an Interest Period for
         such Loan; or

                 (b)  any failure by the Borrower for any reason (including,
         without limitation, the failure of any of the conditions precedent
         specified in Section 7 hereof to be satisfied) to borrow a Eurodollar
         Loan from such Lender on the date for such borrowing specified in the
         relevant notice of borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein (minus the relevant Applicable Margin) over (ii) the amount of
interest that otherwise would have accrued on such principal amount at a rate
per annum equal to the interest component of the amount such Lender would have
offered in the London interbank market for Dollar deposits of leading banks in
amounts comparable to such principal amount and with maturities comparable to
such period (as reasonably determined by such Lender in good faith).  Each
Lender claiming compensation under this Section 5.05 will furnish to the
Borrower through the Administrative Agent a certificate setting forth the basis
of the calculation and the amount of such compensation, which certificate shall
(i) be prepared in good faith and on a reasonable basis and (ii) be prima facie
evidence of such Lender's right to receive the compensation claimed.





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                                      -50-

                 5.06  U.S. TAXES.

                 (a)  The Borrower agrees to pay to each Lender that is not a
U.S. Person such additional amounts as are necessary in order that the net
payment of any amount due to such non-U.S. Person hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such
payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S.
Person), will not be less than the amount stated herein to be then due and
payable, provided that the foregoing obligation to pay such additional amounts
shall not apply:

                  (i)     to any payment to any Lender hereunder unless such
         Lender has, on the date hereof (or on the date it becomes a Lender
         hereunder as provided in Section 12.06(b) hereof), on the date of any
         change in the Applicable Lending Office of such Lender or on the date
         of such payment, either submitted to the Borrower a Form 1001
         (relating to such Lender and entitling it to a complete exemption from
         withholding on all interest in respect of the Loans and other amounts
         to be received by it hereunder) or Form 4224 (relating to all interest
         in respect of the Loans and other amounts to be received by such
         Lender hereunder) and the relevant form, or any successor form
         provided in the following paragraph, remains in effect at the time of
         payment, or

                 (ii)     to any U.S. Taxes imposed solely by reason of the
         failure by such non-U.S. Person (or, if such non-U.S. Person is not
         the beneficial owner of the relevant amount, such beneficial owner) to
         comply with applicable certification, information, documentation or
         other reporting requirements concerning the nationality, residence,
         identity or connections with the United States of America of such
         non-U.S. Person (or beneficial owner, as the case may be) if such
         compliance is required by statute or regulation of the United States
         of America as a precondition to relief or exemption from such U.S.
         Taxes.





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                                      -51-

For the purposes of this Section 5.06(a), (A) "U.S. Person" shall mean a
citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. Taxes" shall mean any present or future tax, assessment or other charge
or levy imposed by or on behalf of the United States of America or any taxing
authority thereof or therein, (C) "Form 1001" shall mean Form 1001 (Ownership,
Exemption, or Reduced Rate Certificate) of the Department of the Treasury of
the United States of America and (D) "Form 4224" shall mean Form 4224
(Exemption from Withholding of Tax on Income Effectively Connected with the
Conduct of a Trade or Business in the United States) of the Department of the
Treasury of the United States of America (or in relation to either such Form
such successor and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a claim
to which such Form relates).

                 (b)  Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the Borrower shall deliver to the Administrative Agent for delivery to such
non-U.S. Person evidence satisfactory to such Person of such deduction,
withholding or payment (as the case may be).

                 5.07  REPLACEMENT OF CERTAIN LENDERS.  If (a) any Lender
becomes the subject of an insolvency proceeding or any United States Government
Authority assumes control of such Lender or any holding company of which such
Lender is a Subsidiary, requests compensation under Section 5.01 or Section
5.06 hereof or gives notice under Section 5.03 hereof suspending its obligation
to make or maintain Eurodollar Loans hereunder and (b) no Default shall have
occurred and be continuing, then the Borrower, upon not less than three
Business Days' prior notice to such Lender (with a copy to the Administrative
Agent), may require that such Lender assign (in which case such Lender shall
assign as provided in Section 12.06 hereof) its Loan(s) to one or more other
Lenders, or another lender (reasonably acceptable to the Administrative Agent),
specified by





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                                      -52-

the Borrower in such notice that are willing to accept such assignment for an
amount equal to the sum of the outstanding aggregate principal amount of such
Lender's Loan(s) and unpaid interest thereon accrued to the date of the
consummation of such assignment (such assignment to be pursuant to
documentation reasonably acceptable to the assigning Lender), provided that
upon the consummation of such assignment the Borrower shall pay to such Lender
(if not paid to such Lender by the assignee) (x) such amounts (if any) as are
then owing to such Lender under this Section 5 (including, without limitation,
amounts under Section 5.05 hereof, if any, that the Borrower would be required
to pay to such Lender if the Loan(s) assigned by such Lender were being prepaid
by the Borrower on the date of such assignment) and (y) all other amounts then
owing by the Borrower hereunder to or for the account of such Lender.





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                                      -53-

                 SECTION 6.  GUARANTEE.

                 6.01  THE GUARANTEE.   Each of the Subsidiary Guarantors
hereby jointly and severally guarantees to each Lender and the Administrative
Agent and their respective successors and assigns the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of the
principal of and interest on the Loans made by the Lenders to, and, without
duplication, the Note held by each Lender of, the Borrower and all other
amounts from time to time owing to the Lenders or the Administrative Agent by
the Borrower under this Agreement and, without duplication, under the Notes and
by the Borrower under any of the other Basic Documents, in each case strictly
in accordance with the terms thereof (such obligations being herein
collectively called the "Guaranteed Obligations").  Each of the Subsidiary
Guarantors hereby further agrees that it is bound jointly (but solely for
purposes of Sections 688, 689, 690 and 691 of the Civil and Commercial Code of
Thailand, and each Subsidiary Guarantor expressly waives any rights it may have
under such Sections of the Civil and Commercial Code of Thailand) with the
Borrower and that if the Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, such Subsidiary Guarantor will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration
or otherwise) in accordance with the terms of such extension or renewal.





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                                      -54-

                 6.02  OBLIGATIONS UNCONDITIONAL.  The obligations of each
Subsidiary Guarantor under Section 6.01 hereof are, to the fullest extent
permitted by law, absolute, irrevocable and unconditional irrespective of the
value, genuineness, validity, regularity or enforceability of the obligations
of the Borrower under this Agreement, the Notes or any other agreement or
instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or any security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 6.02 that the obligations of each
Subsidiary Guarantor hereunder shall be absolute and unconditional under any
and all circumstances (other than full and final payment of the Guaranteed
Obligations).  Without limiting the generality of the foregoing, it is agreed
that, to the fullest extent permitted by law, the occurrence of any one or more
of the following shall not alter or impair the liability of each Subsidiary
Guarantor hereunder which shall remain absolute and unconditional as described
above:

                  (i)     at any time or from time to time, without notice to
         either Subsidiary Guarantor, the time for any performance of or
         compliance with any of the Guaranteed Obligations shall be extended
         (except to the extent otherwise required by Section 12.04 hereof), or
         such performance or compliance shall be waived;

                 (ii)     any of the acts mentioned in any of the provisions of
         this Agreement or the Notes or any other agreement or instrument
         referred to herein or therein shall be done or omitted;

                (iii)     the maturity of any of the Guaranteed Obligations
         shall be accelerated, or any of the Guaranteed Obligations shall be
         modified, supplemented or amended in any respect, or any right under
         this Agreement or the Notes or any other agreement or instrument
         referred to herein or therein shall be waived or any other guarantee
         of any of the Guaranteed Obligations or any security therefor shall be
         released or exchanged in whole or in part or otherwise dealt with; or





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                                      -55-

                 (iv)     any lien or security interest granted to, or in favor
         of, the Administrative Agent or any Lender or Lenders as security for
         any of the Guaranteed Obligations shall fail to be perfected.

Each Subsidiary Guarantor hereby expressly waives diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
the Administrative Agent or any Lender exhaust any right, power or remedy or
proceed against either or both of the Borrower or the other Subsidiary
Guarantors under this Agreement or the Notes or any other agreement or
instrument referred to herein or therein, or against any other Person under any
other guarantee of, or security for, any of the Guaranteed Obligations.  Each
Subsidiary Guarantor agrees that its obligations pursuant to this Section 6
shall not be affected by any assignment or participation entered into by any
Lender pursuant to Section 12.06 hereof.

                 6.03  REINSTATEMENT.  The obligations of each Subsidiary
Guarantor under this Section 6 shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of the Borrower in
respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise and each
Subsidiary Guarantor agrees that it will indemnify the Administrative Agent and
each Lender on demand for all reasonable costs and expenses (including, without
limitation, fees of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.





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                                      -56-

                 6.04  SUBROGATION.  Each Subsidiary Guarantor hereby jointly
and severally agrees that until the payment and satisfaction in full of all
Guaranteed Obligations it shall not exercise any right or remedy arising by
reason of any performance by it of its Guarantee in Section 6.01 hereof,
whether by subrogation or otherwise, against the Borrower or any other
guarantor of any of the Guaranteed Obligations or any security for any of the
Guaranteed Obligations.  Each Subsidiary Guarantor agrees that it shall remain
liable for the Guaranteed Obligations in full notwithstanding any act of any
Lender or the Administrative Agent which results in any Subsidiary Guarantor's
inability to be subrogated to any of the Lenders' rights against the Borrower
or any Subsidiary Guarantor.





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                                      -57-


                 6.05  REMEDIES.  Each Subsidiary Guarantor agrees that, as
between it and the Lenders, to the fullest extent permitted by law, its
obligations under this Agreement may be declared to be forthwith due and
payable as provided in Section 10 hereof (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 10)
for purposes of Section 6.01 hereof notwithstanding any stay, injunction or
other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against the Borrower and that, in
the event of such declaration (or such obligations being deemed to have become
automatically due and payable), (i) such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by such
Subsidiary Guarantor for purposes of said Section 6.01 and (ii) the
Administrative Agent and the Lenders shall have the right to exercise any of
their rights or remedies set forth in the Pledge Agreements, subject to
applicable law.

                 6.06  CONTINUING GUARANTEE.  The guarantee in this Section 6
is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

                 6.07  THAI TAXES.

                 (a)  Any and all payments by Thai Romo hereunder shall be made
free and clear of, and without deduction or withholding for or on account of,
any taxes, levies, imposts, duties, fees, liabilities or similar charges of the
Kingdom of Thailand or any area subject to the jurisdiction of the Kingdom of
Thailand ("Foreign Taxes") or imposed by any federation or association of or
with which the Kingdom of Thailand may be a member or associated, or by any
jurisdiction from which any payment hereunder is made by Thai Romo or any
political subdivision or taxing authority thereof or therein (together with the
Foreign Taxes, the "Applicable Taxes").  If, as a result of any applicable law,
regulations or treaty, or official application or interpretation thereof, Thai
Romo is required by law or regulation to make any deduction, withholding or
backup withholding of any Applicable Taxes from any payments to a Lender in
respect of the Guaranteed Obligations the amount payable with respect thereto
will be increased to the amount which, after deduction from such increased
amount of all Applicable Taxes required to be withheld or deducted therefrom,
will yield the amount required under this Agreement to be payable with respect
thereto.





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                                      -58-

                 (b)  No Lender shall be entitled to compensation for any
Foreign Taxes incurred by it or withheld from amounts paid to it by reason of
(i) such Lender having some connection with the Kingdom of Thailand, other than
merely the transactions contemplated by this Agreement, (ii) such Lender's
failure to comply with the certification, identification, information or other
reporting requirement concerning its nationality, residence, identity or
connection with the Government of the Kingdom of Thailand or any political
subdivision or taxing authority thereof or therein or (iii) such Lender's
demanding compensation more than 45 days after the date such demand was due
and, to the extent such Lender makes such demand after such 45th day, such
Lender shall only be entitled to such payment with respect to compensation from
and after the date which is 45 days prior to the date such demand is made.  No
Lender shall be entitled to compensation for any Applicable Taxes (excluding
Foreign Taxes) imposed by the United States or any political subdivision or
taxing authority thereof or therein unless such Lender is entitled to receive
additional amounts pursuant to Section 5.06(a) hereof.

                 (c)  The obligations of Thai Romo under this Section 6.07
shall survive the payment in full of the Loans and the termination of any
Commitment, and payment in full of each of the Notes.

                 6.08  RIGHTS OF CONTRIBUTION.  The Subsidiary Guarantors
hereby agree, as between themselves, that if any Subsidiary Guarantor shall
become an Excess Funding Obligor (as defined below) by reason of the payment by
such Subsidiary Guarantor of any Guaranteed Obligations, each other Subsidiary
Guarantor shall, on demand of such Excess Funding Obligor (but subject to the
next sentence), pay to such Excess Funding Obligor an amount equal to such
Subsidiary Guarantor's Pro Rata Share (as defined below and determined, for
this purpose, without reference to the Properties, debts and liabilities of
such Excess Funding Obligor) of the Excess Payment (as defined below) in
respect of such Guaranteed Obligations.





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                                      -59-

                 For purposes of this Section 6.08, (i) "Excess Funding
Obligor" shall mean, in respect of any Guaranteed Obligations, a Subsidiary
Guarantor that has paid an amount in excess of its Pro Rata Share of such
Guaranteed Obligations, (ii) "Excess Payment" shall mean, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Obligor in excess
of its Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata Share"
shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage)
of (x) the amount by which the aggregate fair saleable value of all Properties
of such Subsidiary Guarantor on the date of this Agreement exceeds the amount
of all the debts and liabilities of such Subsidiary Guarantor (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations that have been Guaranteed by such Subsidiary Guarantor in
Section 6.01 hereof) to (y) the amount by which the aggregate fair saleable
value of all Properties of the Borrower and all of the Subsidiary Guarantors
exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of the Borrower and the Subsidiary Guarantors hereunder) of the
Borrower and all of the Subsidiary Guarantors, all as of the date hereof.

                 6.09  GENERAL LIMITATION ON GUARANTEE OBLIGATIONS.  In any
action or proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 6.01 hereof would otherwise, taking into account the provisions of
Section 6.08 hereof, be held or determined to be void, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under said Section 6.01, then, notwithstanding
any other provision hereof to the contrary, the amount of such liability shall,
without any further action by such Subsidiary Guarantor, any Lender, the
Administrative Agent or any other Person, be automatically limited and reduced
to the highest amount that is valid and enforceable and not subordinated to the
claims of other creditors and determined in such action or proceeding.





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                                      -60-

                 SECTION 7.  CONDITIONS PRECEDENT.

                 7.01  CONDITIONS TO EFFECTIVENESS.  The effectiveness of this
Amended and Restated Credit Agreement and the obligations of any Lender to make
its initial Loan on or subsequent to the date hereof is subject to the receipt
by the Administrative Agent of the following documents and evidence (with, in
the case of clauses (a), (b), (c) and (d) below, sufficient copies for each
Lender), each of which shall be satisfactory to the Administrative Agent in
form and substance:

                 (a)  Corporate Documents.  The following documents, each
         certified as indicated below:

                           (i)    (x) a certificate dated the date hereof of
                 the secretary of each Obligor certifying that the copy of the
                 charter of each Obligor (other than Thai Romo), as in effect
                 on September 10, 1996, previously delivered to Chase, has not
                 been amended since such delivery to Chase and (y) a
                 certificate from such Secretary of State dated as of a date
                 reasonably close to the date hereof as to the good standing of
                 and charter documents filed by such Obligor;

                          (ii)    a certificate of the Secretary or an
                 Assistant Secretary of each Obligor (other than Thai Romo),
                 dated the date hereof and certifying (A) that the by-laws of
                 such Obligor as in effect on September 10, 1996, previously
                 delivered to Chase, have not been amended since such delivery
                 to Chase and were in effect at all times from the date on
                 which the resolutions referred to in clause (B) below were
                 adopted to and including the date of such certificate, (B)
                 that attached thereto is a true and complete copy of
                 resolutions duly adopted by the board of directors of such
                 Obligor authorizing the execution, delivery and performance of
                 such of the Basic Documents to which it is or is intended to
                 be a party (including the borrowings hereunder), and that such
                 resolutions have not been modified, rescinded or amended and
                 are in full force and effect, and (C) as to the incumbency and
                 specimen signature of each officer of such Obligor executing
                 such of the Basic Documents to which such





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                                      -61-

                 Obligor is or is intended to be a party and each other
                 document to be delivered by such Obligor from time to time in
                 connection therewith (and the Administrative Agent and each
                 Lender may conclusively rely on such certificate until it
                 receives notice in writing from such Obligor);

                         (iii)    a certification of another officer of each
                 Obligor (other than Thai Romo), dated the date hereof, as to
                 the incumbency and specimen signature of the Secretary or
                 Assistant Secretary, as the case may be, of such Obligor;

                          (iv)    Certificates of the appropriate official of
                 the State of Texas, dated a date reasonably close to the date
                 hereof, as to the good standing of, and authority to transact
                 business of each of the Obligors (other than Thai Romo); and

                           (v)    a certificate, dated the date hereof of the
                 authorized director of Thai Romo certifying that the
                 constitutive documents of Thai Romo previously delivered to
                 Chase have not been amended since such delivery to Chase and
                 copies, certified as of the date hereof, of all corporate
                 authority for Thai Romo (including, without limitation, board
                 of director or executive committee resolutions and evidence of
                 the incumbency, including specimen signatures, of directors)
                 with respect to the execution, delivery and performance of the
                 transactions contemplated by this Agreement (and the
                 Administrative Agent and each Lender may conclusively rely on
                 such certificate until it receives notice in writing from Thai
                 Romo);

                 (b)  Officer's Certificates.  A certificate of a Senior
         Officer of each of the Obligors (other than Thai Romo) and in the case
         of Thai Romo, a certification of an authorized director, dated the
         date hereof, to the effect set forth in clauses (a) and (b) of Section
         7.02 hereof.

                 (c)  Opinions of Counsel to the Obligors.  Opinions, dated the
         date hereof, of (i) Hughes & Luce, special counsel to the Obligors,
         substantially in the form of Exhibit C-1 hereto and covering such
         other matters as the





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                                      -62-

         Administrative Agent or any Lender may reasonably request and (ii)
         Baker & McKenzie, special Thai counsel to the Obligors, substantially
         in the form of Exhibit C-2 hereto and covering such other matters as
         the Administrative Agent or any Lender may reasonably request (and
         each Obligor hereby instructs each such counsel to deliver such
         opinions to the Lenders and the Administrative Agent).

                 (d)  Opinions of Special New York Counsel to Chase.  An
         opinion, dated the date hereof, of Freshfields, special New York
         counsel to Chase, substantially in the form of Exhibit D hereto (and
         Chase hereby instructs such counsel to deliver such opinion to the
         Lenders).

                 (e)  Notes.  The Notes, duly completed and executed for each
         Lender in exchange for the Original Notes of each Lender.

                 (f)  Pledge Agreements.  The Pledge Agreements, duly executed
         and delivered by each of the parties thereto and the stock
         certificates identified in Section 3(a) of each such Pledge Agreement
         thereof, accompanied by undated stock powers executed in blank.  In
         addition, the Borrower, RMEC and TRH shall have taken such other
         action (including, without limitation, causing Thai Romo to register
         the pledges in the share register book of Thai Romo, and delivering to
         the Administrative Agent, for filing, appropriately completed and duly
         executed copies of Uniform Commercial Code financing statements) as
         the Administrative Agent shall have requested in order to perfect the
         security interests created pursuant to the Pledge Agreements.

                 (g)  Project Agreements; Etc.  With respect to each of the
         Project Agreements, (i) all conditions precedent to such Project
         Agreements shall have been satisfied in all material effects, (ii) all
         Project Agreements shall be in full force and effect, enforceable
         against each of the parties thereto, and (iii) there shall not have
         been any amendment or waiver of any such Project Agreement (other than
         the First Amendment to Gas Sales Agreement) since December 31, 1995
         nor any cancellation, suspension, termination of or default under, any
         Project Agreement and the Administrative Agent shall have received a
         certificate from an authorized





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                                      -63-

         director of Thai Romo with respect to (i) through (iii) above, which
         such certificate shall also certify that all requisite material
         governmental approvals, consents and permits required for the
         development, completion and operation of the Project have been
         obtained.  The Administrative Agent shall also have received executed
         copies of all of the Project Agreements.

                 (h)  Insurance.  Certificates of insurance evidencing the
         existence of all insurance required to be maintained by the Obligors
         pursuant to Section 9.04 hereof, such certificates to be in such form
         and contain such information as is specified in said Section 9.04.

                 (i)  Amended Warrants  The warrants issued to Chase pursuant
         to the Warrant Agreement shall be modified to provide for an Exercise
         Price (as defined therein) of $10.50 per share of common stock of the
         Borrower (par value $.01 per share) and such warrants, as modified,
         shall be delivered to the Administrative Agent for delivery to the
         parties entitled thereto.

                 (j)  Second Warrant Agreement.  The Second Warrant Agreement,
         duly executed and delivered by the Borrower.

                 (k)  Escrow Agreement. The Borrower, Chase and Chase Bank of
         Texas, National Association shall have executed and delivered the
         Escrow Agreement dated as of September 28, 1998 and the Borrower shall
         have delivered all of the warrants to be issued under the Second
         Warrant Agreement to the Escrow Agent.

                 (l)  Process Administrative Agent Acceptance.  A Process
         Administrative Agent Acceptance, duly executed and delivered by CT
         Corporation System in respect of each of the Obligors, substantially
         in the form of Exhibit G hereto.

                 (m)  Process Agent Power of Attorney for Thai Romo.  A Process
         Agent Power of Attorney for Thai Romo, duly executed and delivered by
         Thai Romo and CT Corporation System, substantially in the form of
         Exhibit H hereto.





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<PAGE>   71
                                      -64-

                 (n)  No Material Adverse Change.  There shall have been no
         material adverse change since June 30, 1998 in the financial condition
         of the Borrower and its Subsidiaries taken as a whole, and the
         Administrative Agent shall have received a certificate of a Senior
         Officer of the Borrower and an authorized director of Thai Romo,
         respectively, to such effect.

                 (o)  Other Documents.  Such other documents as the
         Administrative Agent or any Lender or special New York counsel to
         Chase may reasonably request.

The obligation of any Lender to make its Loan hereunder is also subject to the
payment by the Obligors of such fees payable on or before the date hereof as
the Obligors shall have agreed to pay or deliver to any Lender or the
Administrative Agent in connection herewith, (to the extent that statements for
such fees and expenses have been delivered to the Obligors).

                 7.02  FURTHER CONDITIONS PRECEDENT.  The obligation of any
Lender to make any Loan subsequent to its initial Loan hereunder is subject to
the conditions precedent that both immediately prior to the making of such Loan
and also after giving effect thereto and to the intended use thereof:

                 (a)  no Default shall have occurred and be continuing; and

                 (b)  the representations and warranties made by the Obligors
         in Section 8 and by each Obligor in each of the Basic Documents to
         which such Obligor is a party, shall be true and correct on and as of
         the date of the making of such Loan with the same force and effect as
         if made on and as of such date (or, if any such representation or
         warranty is expressly stated to have been made as of a specific date,
         as of such specific date).

                 The notice of borrowing by the Borrower hereunder shall
constitute a certification by the Borrower to the effect set forth in the
preceding sentence





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                                      -65-

(both as of the date of such notice and, unless the Borrower otherwise notifies
the Administrative Agent prior to such borrowing, as of the date of such
borrowing).

                 SECTION 8.  REPRESENTATIONS AND WARRANTIES.  Each Obligor (as
to itself and each of its Subsidiaries) represents and warrants to the
Administrative Agent and the Lenders that:

                 8.01  CORPORATE EXISTENCE.  Each Obligor and its Subsidiaries:
(a) is a corporation or other entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization; (b) has
all requisite corporate or other power, and has all material governmental
licenses, authorizations, consents and approvals necessary to own its assets
and carry on its business as now being or as proposed to be conducted; and (c)
is qualified to do business and is in good standing in all jurisdictions in
which the nature of the business conducted by it makes such qualification
necessary and where failure so to qualify could reasonably be expected to
(either individually or in the aggregate) have a Material Adverse Effect.

                 8.02  FINANCIAL CONDITION. The Borrower has heretofore
furnished to each of the Lenders the following financial statements:

                 (a)  a consolidated balance sheet of the Borrower and its
         Subsidiaries as at June 30, 1998 and the related consolidated
         statements of income, retained earnings and cash flows of the Borrower
         and its Subsidiaries for the fiscal quarter ended on said date; and

                 (b)  an audited consolidated balance sheet of the Borrower and
         its Subsidiaries as of December 31, 1997 and the related audited
         consolidated statements of income, retained earnings and cash flows of
         the Borrower and its Subsidiaries for the fiscal year ended on said
         date.

All such financial statements are complete and accurate in all material
respects and fairly present in all material respects the actual financial
condition of the Borrower and its Subsidiaries as at said dates and the actual
condition, consolidated results of such operations for the fiscal quarter or
fiscal year ended on said date (subject in the case of clause (a) to normal
year-end audit adjustments), all in accordance with GAAP (to the extent
applicable).





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                                      -66-

                 8.03  LITIGATION.  Except as disclosed in Schedule IV hereto,
there are no legal or arbitral proceedings, or any proceedings by or before any
Governmental Authority, now pending or (to the knowledge of any Obligor)
threatened against any Obligor or any of its Subsidiaries that could reasonably
be expected to be adversely determined and which, if adversely determined,
could reasonably be expected to (either individually or in the aggregate) have
a Material Adverse Effect.

                 8.04  NO BREACH.  (a)  None of the execution and delivery of
this Agreement and the Notes and the other Basic Documents to which any of the
Obligors is a party, the consummation of the transactions herein and therein
contemplated or compliance with the terms and provisions hereof and thereof
will conflict with or result in a breach of, or require any consent (which has
not been obtained or the requirement for which has not been waived) under, the
charter or by-laws of any Obligor, or any agreement or instrument to which any
Obligor or any of its Subsidiaries is a party or by which any of them or any of
their Property is bound or to which any of them is subject, or constitute a
default under any such agreement or instrument, or (except for the Liens
created pursuant to the Pledge Agreements) result in the creation or imposition
of any Lien upon any Property of any Obligor or any of its Subsidiaries
pursuant to the terms of any such agreement or instrument.

                 (b)  None of the execution and delivery of this Agreement and
the Notes and the other Basic Documents to which any of the Obligors is a
party, the consummation of the transactions herein and therein contemplated or
compliance with the terms and provisions hereof and thereof will violate any
Legal Requirements other than any Legal Requirements the violation of which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.





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<PAGE>   74
                                      -67-

                 8.05  ACTION.  Each Obligor has all necessary corporate power,
authority and legal right to execute, deliver and perform its obligations under
each of the Basic Documents to which it is a party; the execution, delivery and
performance by each Obligor of each of the Basic Documents to which it is a
party have been duly authorized by all necessary corporate action on its part
(including, without limitation, any required shareholder approvals); and this
Agreement has been duly and validly executed and delivered by each Obligor and
constitutes, and each of the Notes and the other Basic Documents to which it is
a party when executed and delivered (in the case of the Notes, for value) will
constitute, its legal, valid and binding obligation, enforceable against such
Obligor in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights
and (b) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

                 8.06  APPROVALS.  No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority, or any
securities exchange, are necessary for the execution, delivery or performance
by any Obligor of the Basic Documents to which it is a party or for the
legality, validity or enforceability thereof, except for (a) any thereof the
failure of which to be obtained or effected could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect and (b)
filings and recordings in respect of Liens created pursuant to the Pledge
Agreements.

                 8.07  USE OF CREDIT.  None of the Obligors nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying margin stock (as such term is defined in
Regulation U), and no part of the proceeds of the Loans hereunder will be used
to buy or carry any margin stock.

                 8.08  ERISA.  Each Plan, and, to the knowledge of each
Obligor, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with,
the applicable provisions of ERISA, the Code and any other U.S. Federal or
State law, and no





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<PAGE>   75
                                      -68-

event or condition has occurred and is continuing as to which any Obligor would
be under an obligation to furnish a report to the Lenders under Section 9.01(e)
hereof.

                 8.09  TAXES.  The Borrower and its Subsidiaries (other than
Thai Romo) are members of an affiliated group of corporations filing
consolidated returns for U.S. Federal income tax purposes, of which the
Borrower is the "common parent" (within the meaning of Section 1504 of the
Code) of such group.  The Borrower and its Subsidiaries have filed all U.S.
Federal income tax returns and all other material tax returns that are required
to be filed by them (or have obtained extensions with respect thereto) and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries.  The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of taxes
and other governmental charges are, in the opinion of the Obligors, adequate.
Except as set forth in Schedule V hereto, none of the Obligors nor any other
Person acting on its behalf has given or been requested to give a waiver of the
statute of limitations relating to the payment of any U.S. Federal, state,
local and foreign taxes or other impositions.

                 8.10  INVESTMENT COMPANY ACT.  Neither the Borrower nor any of
its Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

                 8.11  PUBLIC UTILITY HOLDING COMPANY ACT.  Neither the
Borrower nor any of its Subsidiaries is a "holding company", or an "affiliate"
of a "holding company" or a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

                 8.12  MATERIAL AGREEMENTS AND LIENS.

                 (a)  Part A of Schedule I hereto is a complete and correct
list of each Production Payment, each credit agreement, loan agreement,
indenture, purchase agreement, Guarantee, letter of credit or other arrangement
(other than under the Basic Documents) providing for or otherwise relating to
any Indebtedness or any extension of credit (or commitment for any extension of
credit) to, or Guarantee





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<PAGE>   76
                                      -69-

by, the Borrower or any of its Subsidiaries, outstanding on the date hereof the
aggregate principal or face amount of or obligations under which equals or
exceeds or may equal or exceed $500,000, and the aggregate principal or face
amount outstanding or that may become outstanding under each such arrangement
is correctly described in Part A of said Schedule I.

                 (b)  Part B of Schedule I hereto is a complete and correct
list of each Lien securing Indebtedness of any Person outstanding on the date
hereof the aggregate principal or face amount of which equals or exceeds or may
equal or exceed $500,000, and covering any Property of the Borrower or any of
its Subsidiaries, and the aggregate Indebtedness secured (or that may be
secured) by each such Lien and the Property covered by each such Lien is
correctly described in Part B of said Schedule I.

                 8.13  COMPLIANCE WITH LAWS.  Except as set forth on Schedule
II hereto, each Obligor and its Subsidiaries has prepared and submitted all
reports and has obtained all permits, consents, licenses and other
authorizations required under all Laws to carry on its business as now being or
as proposed to be conducted, except to the extent failure to have any such
permit, license or authorization could not reasonably be expected to (either
individually or in the aggregate) have a Material Adverse Effect.  Each of such
permits, licenses and authorizations is in full force and effect and each
Obligor and its Subsidiaries is in compliance with (i) the terms and conditions
thereof, and (ii) all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any applicable Law, except, in each case, to the extent failure to comply
therewith could not reasonably be expected to (either individually or in the
aggregate) have a Material Adverse Effect.

                 8.14  CAPITALIZATION.

                 (a)  The authorized capital stock of the Borrower consists, on
the date hereof, of (i) an aggregate of 40,000,000 shares of common stock, par
value $.01 of which 25,614,000 shares are duly and validly issued and
outstanding and (ii) an aggregate of 10,000,000 shares of preferred stock, par
value $.01, of which no shares are issued and outstanding, each of which
outstanding common shares is fully paid and nonassessable.





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<PAGE>   77
                                      -70-

                 (b)  The authorized capital stock of RMEC consists, on the
date hereof, of an aggregate of 10,000 shares of common stock, par value $.01
per share, of which 1000 shares are duly and validly issued and outstanding,
each of which shares is fully paid and nonassessable.  As of the date hereof
all of such issued and outstanding shares of common stock are owned
beneficially and of record by the Borrower.

                 (c)  The authorized capital stock of TRH consists, on the date
hereof, of an aggregate of 1000 shares of common stock, par value $.01 of which
1000 shares are duly and validly issued and outstanding, each of which shares
is fully paid and nonassessable.  As of the date hereof, such issued and
outstanding shares of common stock are owned beneficially and of record by the
Borrower.

                 (d)  The registered capital of Thai Romo consists, on the date
hereof, of an aggregate of 1,065,317 ordinary shares of which 1,065,317 shares
are duly and validly issued and outstanding, each of which shares is fully paid
and nonassessable.  As of the date hereof, such issued and outstanding ordinary
shares of common stock are owned beneficially and of record by the Persons as
set forth on Schedule VI hereto.

                 (e)  The registered capital of B8/32 Partners consists, on the
date hereof, of an aggregate of 110,000 ordinary shares all of which are duly
and validly issued and outstanding, each of which shares is fully paid and non-
assessable.  As of the date hereof, such issued and outstanding ordinary shares
of common stock are owned beneficially and of record by the Persons as set
forth on Schedule VI hereto.

                 8.15  SUBSIDIARIES, ETC.

                 (a)  In each case as of the date hereof, the Borrower does not
have any Subsidiaries other than the Subsidiary Guarantors, Hydrocarbon Finance
Corporation, a Delaware corporation, and Thai-Tex; RMEC and TRH do not have any
Subsidiaries other than Thai Romo; and Thai Romo has no Subsidiaries.





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<PAGE>   78
                                      -71-

                 (b)  Set forth in Schedule III hereto is a complete and
correct list as of the date hereof of all Investments (other than operating
deposit accounts with banks and Permitted Investments) held by the Borrower or
any of its Subsidiaries in any Person on the date hereof (including, without
limitation, all interests of the Borrower or any of its Subsidiaries in any
partnership or joint venture ("Partnership Interests") and, for each such
Investment or Partnership Interest, (x) the identity of the Person or Persons
holding such Investment or Partnership Interest (as the case may be) and (y)
the nature of such Investment or Partnership Interest (as the case may be).
Except as disclosed in Schedule III hereto, each of the Borrower and its
Subsidiaries owns, free and clear of all Liens (other than Liens created
pursuant to the Pledge Agreements and other Liens permitted by Section 9.06
hereof), all such Investments and such Partnership Interests.

                 8.16  TITLE TO ASSETS.  Each Obligor owns or leases and has on
the date hereof indefeasible and defensible title (subject only to Liens
permitted by Section 9.06 hereof) to the material Properties reflected as owned
or leased by it in the most recent financial statements referred to in Section
8.02 hereof (other than Properties disposed of in the ordinary course of
business).  Each Obligor owns or leases and has on the date hereof indefeasible
and defensible title to, and enjoys on the date hereof peaceful and undisturbed
possession of, all Properties (subject only to Liens permitted by Section 9.06
hereof) that are necessary for the operation and conduct of its businesses.

                 8.17  TRUE AND COMPLETE DISCLOSURE.  The information, reports,
exhibits and schedules furnished in writing by or on behalf of the Obligors to
the Administrative Agent or any Lender in connection with the negotiation,
preparation or delivery of this Agreement and the other Basic Documents or
included herein or therein or delivered pursuant hereto or thereto, when taken
as a whole, are true and correct in all material respects as of the date
hereof, and do not contain any untrue statement of material fact or omit to
state any material fact necessary to make the statements herein or therein, in
light of the circumstances under which they were made, not misleading, and any
such financial statements fairly present the financial condition of the
Borrower and its Subsidiaries as of the date indicated therein provided that,
in the case of projections and pro forma financial statements, the Obligors
represent and





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<PAGE>   79
                                      -72-

warrant only that the same were prepared in good faith and on the basis of
assumptions and estimates that were reasonable as of the date as of which the
same are stated to have been prepared.  All written information furnished after
the date hereof by the Obligors and their respective Subsidiaries to the
Administrative Agent and the Lenders in connection with this Agreement and the
other Basic Documents to which any of the Obligors are parties and the
transactions contemplated hereby and thereby will be true, correct and complete
in every material respect on, or (in the case of projections and pro forma
financial statements) will be prepared in good faith and on the basis of
reasonable assumptions and estimates as of, the date as of which such
information is stated or certified.

                 8.18  PROJECT AGREEMENTS; COMPLETION.  The Obligors have
heretofore delivered to the Administrative Agent true and complete copies of
each Project Agreement each as in effect on the date hereof.  Each such Project
Agreement to which Thai Romo is a party is in full force and effect as of the
date hereof and as of the date hereof no event or condition has occurred or
exists that could result in the termination of such agreement to the extent
such termination would result in a Material Adverse Effect.  Thai Romo is in
compliance in all material respects, with each of the Project Agreements to
which it is a party.

                 8.19  SPECIAL PURPOSE COMPANY.  RMEC and TRH have (a) no
material assets other than cash, Investments in Thai Romo and other Investments
permitted to be made by it as provided in Section 9.08 hereof and its rights
and interests under the documents referred to in clause (b) below and (b) no
Indebtedness, and no material obligations other than its obligations under the
Basic Documents and the other documents referred to therein to which it is a
party and Indebtedness permitted by Section 9.07 hereof.  Thai Romo is not
party to any material agreements, contracts or commitments other than the
Project Agreements, the Share Sale Agreement and the Basic Documents and, other
than the Project Agreements, the Indenture pursuant to which the Senior
Subordinated Notes were issued and certain Hedging Agreements with the
Administrative Agent, Thai Romo as of the date hereof does not engage to any
significant degree in business activities in which it incurs or could
reasonably be expected to incur material Indebtedness to Persons other than the
other Obligors.





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<PAGE>   80
                                      -73-

                 8.20  SBM.  The financing and lease arrangements with SBM in
respect of the Project Agreements have not resulted in any material disruption
to the cash flow of Thai Romo or the Borrower and neither Thai Romo nor the
Borrower has knowledge of any event or condition (other than the non-payment by
the Operator of amounts payable to SBM) which is likely to cause a material
disruption of such cash flow.

                 8.21  USE OF PROCEEDS.  The Borrower will use the proceeds of
the Loans hereunder for exploration and development activities of the Borrower
or any Subsidiary Guarantor and for general corporate purposes of the Borrower
or any Subsidiary Guarantor.

                 SECTION 9.  COVENANTS OF THE OBLIGORS.  Each Obligor covenants
and agrees with the Lenders and the Administrative Agent that, so long as any
Commitment or Loan is outstanding and until payment in full of all amounts
payable by the Borrower hereunder:

                 9.01  FINANCIAL STATEMENTS ETC.  The Borrower shall deliver to
Administrative Agent (and the Administrative Agent shall deliver to each of the
Lenders):

                 (a)  as soon as available and in any event within 55 days
         after the end of each quarterly fiscal period of each fiscal year of
         the Borrower, consolidated statements of income, changes in
         stockholders' equity and cash flows of the Borrower and its
         Subsidiaries for such period and for the period from the beginning of
         the respective fiscal year to the end of such period, and the related
         consolidated balance sheet of the Borrower and its Subsidiaries as at
         the end of such period, setting forth in each case in comparative form
         the corresponding consolidated figures for the corresponding periods
         in the preceding fiscal year (except that, in the case of balance
         sheets, such comparison shall be to the last day of the prior fiscal
         year), or, if the Borrower is then subject to the periodic reporting
         requirements of the Exchange Act, copies of the Borrower's Quarterly
         Report on Form 10-Q for such quarterly period as filed with the SEC
         containing such consolidated financial statements;





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<PAGE>   81
                                      -74-

                 (b)  as soon as available and in any event within 100 days
         after the end of each fiscal year of the Borrower, consolidated
         statements of income, changes in stockholders' equity and cash flows
         of the Borrower and its Subsidiaries for such fiscal year and the
         related consolidated balance sheet of the Borrower and its
         Subsidiaries as at the end of such fiscal year, setting forth in each
         case in comparative form the corresponding consolidated figures for
         the preceding fiscal year, and accompanied by an opinion thereon of
         independent certified public accountants of recognized national
         standing, which opinion shall state that said consolidated financial
         statements present fairly, in all material respects, the consolidated
         financial condition and results of operations of the Borrower and its
         Subsidiaries as at the end of, and for, such fiscal year in accordance
         with GAAP or, if the Borrower is then subject to the periodic
         reporting requirements of the Exchange Act, copies of the Borrower's
         Annual Report on Form 10-K for such fiscal year as filed with the SEC
         containing such consolidated financial statements and opinion;

                 (c)  promptly upon their becoming available, copies of all
         registration statements that have been filed and regular periodic
         reports (other than as set forth in paragraphs (a) and (b) above), if
         any, that the Borrower shall have filed with the Securities and
         Exchange Commission (or any governmental agency substituted therefor)
         or any national securities exchange;

                 (d)  promptly upon the mailing thereof to the holders of any
         publicly-traded debt securities or equity securities of any of the
         Obligors generally, copies of all financial statements, reports and
         proxy statements so mailed;

                 (e)  as soon as possible, and in any event within ten days
         after a Senior Officer of any Obligor knows that any of the events or
         conditions specified below with respect to any Plan or Multiemployer
         Plan has occurred or exists, a statement signed by a senior financial
         officer of such Obligor setting forth details respecting such event or
         condition and the action, if any, that such Obligor or its ERISA
         Affiliate proposes to take with respect thereto (and a copy of any
         report or notice required to be filed with or given to the PBGC by
         such Obligor or an ERISA Affiliate with respect to such event or
         condition):





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                                      -75-

                           (i)    any reportable event, as defined in Section
                 4043(c) of ERISA and the regulations issued thereunder, with
                 respect to a Plan, as to which the PBGC has not by regulation
                 waived the requirement of Section 4043(a) of ERISA that it be
                 notified within 30 days of the occurrence of such event
                 (provided that a failure to meet the minimum funding standard
                 of Section 412 of the Code or Section 302 of ERISA, including,
                 without limitation, the failure to make on or before its due
                 date a required installment under Section 412(m) of the Code
                 or Section 302(e) of ERISA, shall be a reportable event
                 regardless of the issuance of any waivers in accordance with
                 Section 412(d) of the Code); and any request for a waiver
                 under Section 412(d) of the Code for any Plan;

                          (ii)    the distribution under Section 4041(c) of
                 ERISA of a notice of intent to terminate any Plan or any
                 action taken by such Obligor or an ERISA Affiliate to
                 terminate any Plan;

                         (iii)    the institution by the PBGC of proceedings
                 under Section 4042 of ERISA for the termination of, or the
                 appointment of a trustee to administer, any Plan, or the
                 receipt by such Obligor or any ERISA Affiliate of a notice
                 from a Multiemployer Plan that such action has been taken by
                 the PBGC with respect to such Multiemployer Plan;

                          (iv)    the complete or partial withdrawal from a
                 Multiemployer Plan by such Obligor or any ERISA Affiliate that
                 results in liability under Section 4201 or 4204 of ERISA
                 (including the obligation to satisfy secondary liability as a
                 result of a purchaser default) or the receipt by such Obligor
                 or any ERISA Affiliate of notice from a Multiemployer Plan
                 that it is in reorganization or insolvency pursuant to Section
                 4241 or 4245 of ERISA or that it intends to terminate or has
                 terminated under Section 4041A of ERISA;





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                                      -76-

                           (v)    the institution of a proceeding by a
                 fiduciary of any Multiemployer Plan against such Obligor or
                 any ERISA Affiliate to enforce Section 515 of ERISA, which
                 proceeding is not dismissed within 30 days; and

                          (vi)    the adoption of an amendment to any Plan
                 that, pursuant to Section 401(a)(29) of the Code or Section
                 307 of ERISA, would result in the loss of tax-exempt status of
                 the trust of which such Plan is a part if such Obligor or an
                 ERISA Affiliate fails to timely provide security to the Plan
                 in accordance with the provisions of said Sections;

                 (f)  not later than March 15 of each calendar year (commencing
         with the calendar year beginning January 1, 1999), a Reserve
         Evaluation Report prepared by the Independent Petroleum Engineer with
         respect to the Hydrocarbon Properties owned or leased by the Obligors
         as of December 31 of the immediately preceding calendar year;

                 (g)  not later than September 15 of each calendar year
         (commencing with September 15, 1999), a Reserve Evaluation Report
         prepared by the Borrower with respect to the Hydrocarbon Properties
         owned or leased by the Obligors as of June 30 of such calendar year;

                 (h)  promptly after a Senior Officer of the Borrower or a
         Subsidiary Guarantor knows that any Default (other than a Default that
         has ceased to exist) has occurred, a notice of such Default describing
         the same in reasonable detail and, together with such notice or as
         soon thereafter as possible, a description of the action that the
         Borrower or such Subsidiary Guarantor, as the case may be, has taken
         or proposes to take with respect thereto;

                 (i)  promptly after a Senior Officer of any Obligor becomes
         aware thereof, notice of the occurrence of any event or the existence
         of any event or condition that could reasonably be expected to result
         in the premature termination of any Project Agreement (other than
         information previously





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                                      -77-

         delivered pursuant to Section 9.18(b) hereof), provided that the
         Obligors will notify the Administrative Agent within five days
         following any payment default by any Obligor under any Joint Operating
         Agreement.  Within ten days following such notice the Obligors shall
         cure such payment default, provided further that if the Obligors have
         not cured such payment default within such period, the Lenders,
         without being required to exercise any other remedy hereunder, may
         cure such default and the amount required to be paid by the Lenders to
         cure such default shall, at the option of the Lenders, be added to the
         principal amount of the Loans hereunder (without regard to whether
         such Loans cause the aggregate principal amount of the Loans to exceed
         the Borrowing Base or Threshold Amount);

                 (j)  as soon as reasonably practicable after its execution by
         the parties thereto, the Escrow Agreement; and

                 (k)  from time to time such other information regarding the
         Properties, financial condition, operations or business of any Obligor
         and their respective Subsidiaries (including, without limitation, any
         Plan or Multiemployer Plan and any reports or other information
         required to be filed under ERISA), the Project Agreements, the Sales
         Agreements, purchasers under the Sales Agreements and the transactions
         contemplated hereby and thereby as any Lender (through the
         Administrative Agent) or the Administrative Agent may reasonably
         request.

The Borrower will furnish to the Administrative Agent, at the time it furnishes
each set of financial statements pursuant to paragraph (a) or (b) above, a
certificate of a senior financial officer of the Borrower (i) to the effect
that no Default has occurred and is continuing (or, if any Default has occurred
and is continuing, describing the same in reasonable detail and describing the
action that the Obligors have taken or propose to take with respect thereto),
(ii) setting forth in reasonable detail the computations and information
necessary to determine whether the Obligors are in compliance with Sections
9.06(n), 9.07(e) and 9.10 hereof as of the end of the respective quarterly
fiscal period or fiscal year and (iii) setting forth the amount and parties to
any Investments pursuant to Section 9.08(g) hereof.





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<PAGE>   85
                                      -78-

                 9.02  LITIGATION.  The Borrower will promptly give to the
Administrative Agent (and the Administrative Agent shall give to each Lender)
notice of all legal or arbitral proceedings, and of all proceedings by or
before any governmental or regulatory authority or agency, and any material
development in respect of such legal or other proceedings, affecting the
Borrower or any of its Subsidiaries, except (i) proceedings that, if adversely
determined, could not (either individually or in the aggregate) reasonably be
expected to have a Material Adverse Effect and (ii) any such development that
could not reasonably be expected to have a Material Adverse Effect.

                 9.03  EXISTENCE, ETC.  Each of the Obligors will, and will
cause each of its Subsidiaries to:

                 (a)  preserve and maintain its legal existence and all of its
         material rights, privileges, licenses and franchises (provided that
         nothing in this Section 9.03 shall prohibit any transaction expressly
         permitted under Section 9.05 hereof);

                 (b)  comply with the requirements of all applicable Laws of
         Governmental Authorities if failure to comply with such requirements
         could reasonably be expected to (either individually or in the
         aggregate) have a Material Adverse Effect;

                 (c)  pay and discharge all taxes, assessments and governmental
         charges or levies imposed on it or on its income or profits or on any
         of its Property prior to the date on which penalties attach thereto,
         except for any such tax, assessment, charge or levy the payment of
         which is being contested in good faith and by proper proceedings;

                 (d)  maintain all of its Properties used or useful in its
         business in good working order and condition, ordinary wear and tear
         excepted;

                 (e)  keep adequate records and books of account in accordance
         with GAAP; and





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                                      -79-

                 (f)  permit representatives of any Lender or the
         Administrative Agent, during normal business hours, upon reasonable
         notice, and at the expense of such Lender or Administrative Agent (as
         the case may be), to examine, copy and make extracts from its books
         and records, to inspect any of its Properties, and to discuss its
         business and affairs with its officers, all to the extent reasonably
         requested by such Lender or the Administrative Agent (as the case may
         be).

                 9.04  INSURANCE.  Each of the Obligors will, and will cause
each of its Subsidiaries to, maintain insurance with financially sound and
reputable third party insurance companies with respect to Property and risks of
a character usually maintained by corporations engaged in the same or similar
business similarly situated and may reinsure such risks with Thai-Tex, against
loss, damage and liability of the kinds and in the amounts customarily
maintained by such corporations.

                 9.05  PROHIBITION OF FUNDAMENTAL CHANGES.  None of the
Obligors will, nor will they permit any of their Subsidiaries to, enter into
any transaction of merger or consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution).

                 Thai Romo shall not convey, sell, lease, transfer or otherwise
dispose of any interest in any Project Agreement to which it is a party, and no
Obligor shall make a Disposition.

                 Notwithstanding the foregoing provisions of this Section 9.05,
the Obligors (other than Thai Romo) may merge or consolidate with each other if
(i) in any such merger or consolidation involving the Borrower, the Borrower is
the surviving corporation, (ii) in any such merger or consolidation not
involving the Borrower, a Subsidiary Guarantor is the surviving corporation,
(iii) after giving effect thereto no Default would exist hereunder and (iv) any
such merger will not have an adverse effect on any Project Agreement.





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<PAGE>   87
                                      -80-


                 9.06  LIMITATION ON LIENS.  None of the Obligors will, nor
will they permit any of their Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except:

                 (a)  Liens created pursuant to the Pledge Agreements;

                 (b)  Liens imposed by any governmental authority for taxes,
         assessments or charges not yet due or that are being contested in good
         faith and by appropriate proceedings;

                 (c)  carriers', warehousemen's, mechanics', materialmen's,
         repairmen's, landlord's or other like Liens arising in the ordinary
         course of business that are not overdue for a period of more than 30
         days or that are being contested in good faith and by appropriate
         proceedings and Liens securing judgments but only to the extent for an
         amount and for a period not resulting in an Event of Default under
         Section 10(h) hereof;

                 (d)  pledges or deposits under worker's compensation,
         unemployment insurance and other social security legislation;

                 (e)  deposits, pledges and other Liens granted to secure the
         performance of bids, trade contracts (other than for Indebtedness),
         leases, tenders, statutory obligations, surety and appeal bonds,
         performance bonds and other obligations of a like nature incurred in
         the ordinary course of business;

                 (f)  easements, rights-of-way, restrictions and other similar
         encumbrances incurred in the ordinary course of business and
         encumbrances consisting of zoning restrictions, easements, licenses,
         restrictions on the use of Property or minor imperfections in title
         thereto that, in the aggregate, are not material in amount, and that
         do not in any case materially detract from the value of the Property
         subject thereto or interfere with the ordinary conduct of the business
         of the Subsidiary Guarantors and any of their respective Subsidiaries;





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                 (g)  Liens upon real and/or tangible personal Property
         acquired after the date hereof (by purchase, capital lease,
         construction or otherwise) by any Obligor, each of which Liens either
         (A) existed on such Property before the time of its acquisition and
         was not created in anticipation thereof or (B) was created solely for
         the purpose of securing Indebtedness representing, or incurred to
         finance, refinance or refund, the cost (including the cost of
         construction) of such Property; provided that (i) no such Lien shall
         extend to or cover any Property of any Obligor or any of its
         Subsidiaries other than the Property so acquired and improvements
         thereon, (ii) the principal amount of Indebtedness secured by any such
         Lien shall at no time exceed 75% of the fair market value (as
         determined in good faith by a senior financial officer of the
         Borrower) of such Property at the time it was acquired (by purchase,
         construction or otherwise), and (iii) no Lien shall be incurred in
         connection with any Production Payment;

                 (h)  Liens under farm-in, farm-out, joint operating, area of
         mutual interest agreements or similar agreements entered into by any
         Obligor or any of its Subsidiaries in the ordinary course of business
         which such Person determines in good faith to be necessary for or
         advantageous to the economic development of its Properties; provided
         that no such Lien (other than Liens under joint operating agreements,
         which arise in the ordinary course of business) shall be granted upon
         Property which is given any value in determining the Borrowing Base;

                 (i)  Liens created pursuant to any Interest Rate Protection
         Agreements permitted under Section 9.07(h) hereof with any Lender that
         are pari passu or subordinated to the Liens created pursuant to the
         Pledge Agreements;

                 (j)  Liens in existence on the date hereof and listed on Part
         B of Schedule I hereto;

                 (k)  statutory and contractual landlords' and lessors' liens
         under leases to which any Obligor or its Subsidiaries is a party;





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<PAGE>   89
                                      -82-

                 (l)  any interest or title of a lessor, sublessor, licensee or
         licensor under any lease or license agreement permitted by this
         Agreement;

                 (m)  Liens in favor of a banking institution arising as a
         matter of law encumbering deposits (including the right of set-off)
         held by such banking institutions incurred in the ordinary course of
         business and which are within the general parameters customary in the
         banking industry;

                 (n)  additional Liens created after the date hereof upon real
         and/or personal property; provided that (i) the outstanding aggregate
         principal or face amount of Indebtedness secured thereby and incurred
         after the date hereof shall not exceed $2,500,000 in the aggregate any
         one time outstanding and (ii) no such additional Liens shall be
         created on any Property of Thai Romo;

                 (o)  Liens in existence on the date hereof, in connection with
         Capital Lease Obligations under any capital lease arrangement entered
         into by any Obligor;

                 (p)  royalties, overriding royalties, revenue interests, net
         revenue interests, advance payment obligations and other similar
         burdens incurred in the ordinary course of business; provided that no
         such royalties, interests, obligations or burdens shall be granted on
         or with respect to Property which is given any value in determining
         the Borrowing Base;

                 (q)  Liens on Property of any Person that becomes a Subsidiary
         of any Obligor after the date of this Agreement, provided that such
         Liens are in existence at the time such Person becomes a Subsidiary of
         such Obligor and were not created in anticipation thereof and such
         Liens shall not spread to cover any additional Property;

                 (r)  rights reserved to or vested in any municipality or other
         Government Authority by the terms of any right, power, franchise,
         grant, license or permit, or by any provision of law, to terminate
         such right, power, franchise, grant, license or permit or to purchase,
         condemn, expropriate or recapture, or to designate a purchaser of, any
         of the property of any Obligor or any of its Subsidiaries;





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                                      -83-

                 (s)  rights reserved to or vested in any municipality or other
         Government Authority to control or regulate any property of any
         Obligor or any of its Subsidiaries, or to use such property in a
         manner which does not materially impair the use of such property for
         the purposes for which it is held by such Obligor or any of its
         Subsidiaries;

                 (t)  any obligations or duties affecting the Property of any
         Obligor or any of its Subsidiaries to any municipality or other
         Government Authority with respect to any franchise, grant, license or
         permit;

                 (u)  subject to the provisions of Section 9.13 hereof rights
         under common law of a common owner of any interest in real estate,
         right-of-way or easement held by any Obligor, or any of its
         Subsidiaries and such common owner as tenants-in-common or through
         other common ownership;

                 (v)  Liens in favor of Bank of Montreal Trust Company on all
         amounts on deposit in the Pledge Account sub account of the Special
         Account (each as defined in the Indenture dated as of September 29,
         1997 between the Borrower and the Bank of Montreal Trust Company; and

                 (w)  any extension, renewal or replacement of the foregoing,
         provided that the Liens permitted hereunder shall not be spread to
         cover any increase in the Indebtedness or to cover additional Property
         (other than a substitution of like Property).

                 9.07  INDEBTEDNESS.  None of the Obligors will, nor will they
permit any of their Subsidiaries to, create, incur or suffer to exist any
Indebtedness except:

                 (a)  Indebtedness hereunder and under the other Basic
         Documents to the Lenders;





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<PAGE>   91
                                      -84-

                 (b)  Indebtedness outstanding on the date hereof and listed in
         Part A of Schedule I hereto, together with any renewals, extensions,
         modifications and refinancings thereof, provided that no such renewal,
         extension, modification or refinancing shall, with respect to the
         prior Indebtedness (i) be of an earlier maturity than originally
         scheduled or (ii) be of an increased principal amount;

                 (c)  Affiliate Subordinated Indebtedness of any Subsidiary
         Guarantor; provided that the Borrower specifies to the Administrative
         Agent, at or prior to the time any Affiliate Subordinated Indebtedness
         is incurred, the principal amount thereof and the holder or holders
         thereof;

                 (d)  Indebtedness incurred by Thai Romo to the operator (the
         "Operator") under the Operating Agreement in respect of Indebtedness
         incurred by the Operator in connection with transactions under such
         Operating Agreement or the Joint Operating Agreement and in respect of
         which Thai Romo and the other parties to such agreements (other than
         the Operator) are obligated to reimburse the Operator for their
         respective pro rata shares of such Indebtedness of the Operator,
         provided that such Indebtedness is repaid prior to the date on which
         any interest or penalties accrues or are imposed;

                 (e)  Indebtedness of the Subsidiary Guarantors in respect of
         loans and advances made as permitted by Section 9.08(d) hereof;

                 (f)  Non-Recourse Debt;

                 (g)  Guarantees by endorsement of negotiable instruments for
         deposit or collection in the ordinary course of business;

                 (h)  Indebtedness in respect of Interest Rate Protection
         Agreements and Hedging Agreements (x) existing on the date hereof and
         described on Schedule I, Part C hereof or (y) entered into after the
         date hereof for the purpose of hedging fluctuations in interest rates
         and commodity prices and not for speculation;





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                 (i)  Indebtedness incurred in connection with Permitted
         Investments of the type described in clause (f) of the definition of
         such term;

                 (j)  Indebtedness of Thai-Tex in respect of loans and advances
         made as permitted by Section 9.08(j) hereof;

                 (k)  the Senior Subordinated Notes;

                 (l)  additional Indebtedness of the Borrower (including,
         without limitation, Capital Lease Obligations and other Indebtedness
         secured by Liens permitted under Section 9.06(n) hereof) up to but not
         exceeding $5,000,000 at any one time outstanding; provided that Thai
         Romo shall not be the obligor or guarantor with respect to more than
         $2,500,000 of such Indebtedness; and

                 (m)  Subordinated Indebtedness other than Affiliated
         Subordinated Indebtedness.

                 9.08  INVESTMENTS.  The Obligors will not, nor will they
permit any of their respective Subsidiaries to, make or permit to remain
outstanding any Investments except:

                 (a)  Investments outstanding on the date hereof and identified
         in Part B of Schedule III hereto;

                 (b)  operating deposit accounts with banks;

                 (c)  Permitted Investments;

                 (d)  loans and advances by the Borrower to the Subsidiary
         Guarantors and Investments by the Borrower in common stock of, and
         other capital contributions by the Borrower to, the Subsidiary
         Guarantors;

                 (e)  Investments permitted by 9.07(h);





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                                      -86-

                 (f)  undivided fractional interests in hydrocarbon reserves
         acquired by any Obligor (other than Thai Romo, RMEC or TRH) and
         additional interests of Thai Romo in the hydrocarbon reserves subject
         to the Concession Agreement;

                 (g)  Investments incurred in connection with the funding of
         Affiliate Subordinated Indebtedness;
 
                 (h)  Investments by Thai Romo referred to in the proviso at
         the end of the definition of "Investments" in Section 1.01 hereof;

                 (i)  Investments by one or more of the Obligors in up to
         46.35% of the share capital of B8/32 Partners; and

                 (j)  additional Investments, including Investments in
         Subsidiaries of the Obligors other than Subsidiary Guarantors, by the
         Obligors up to but not exceeding $10,000,000 in the aggregate.

                 9.09  RESTRICTED PAYMENTS.  The Borrower will not make any
Restricted Payment at any time.  Any provision of this Agreement or any other
Basic Document notwithstanding, Thai Romo may pay to RMEC and TRH, and RMEC and
TRH may pay to the Borrower, dividends and other distributions on shares of its
respective capital stock and principal and interest on Indebtedness without
limitation.  No Subsidiary Guarantor shall enter into any agreement that in any
manner (i) restricts or prohibits the payment of dividends and other
distribution on its shares of capital stock or (ii) restricts, prohibits or
subordinates (other than to the Lenders as provided herein) payment of any
Indebtedness owed by such Subsidiary Guarantor to the Borrower.

                 9.10  INTEREST COVERAGE RATIO.  The Borrower will not permit
the Interest Coverage Ratio to be less than (i) 1.25 to 1.0 as of the end of
the fiscal quarter ending on March 31, 1999; (ii) 1.50 to 1.0 as of the end of
the fiscal quarter ending on June 30, 1999; and (iii) 2.00 to 1.0 as of the end
of any fiscal quarter thereafter.





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                                      -87-

                 9.11  MAINTENANCE OF CORPORATE SEPARATENESS.  The Obligors
will, and will cause each of their respective Subsidiaries to, satisfy
customary corporate formalities, including, without limitation, the holding of
regular board of directors' and shareholders' meetings (or the taking of
actions pursuant to written consents in lieu of such meetings) and the
maintenance of separate corporate records and accounts.

                 9.12  LINES OF BUSINESS; ETC.  The Obligors will not, nor will
they permit any of their respective Subsidiaries to, engage to any substantial
extent in any line or lines of business activity other than the acquisition,
exploration, development, production, processing and gathering of hydrocarbons
and the marketing and sale of such hydrocarbons, other than the ownership of
the capital stock of their respective subsidiaries and the transactions
reasonably associated therewith (and in no event shall any Obligor or any of
its respective Subsidiaries engage in refining or other "downstream" activities
relating to oil products).  Notwithstanding the foregoing, Thai-Tex may engage
in the business of a reinsurance captive, it being understood that Thai-Tex
shall only provide reinsurance for the Borrower, its Subsidiaries and B8/32
Partners.

                 9.13  TRANSACTIONS WITH AFFILIATES.  Except as expressly
permitted by this Agreement, the Obligors will not, nor will they permit any of
their respective Subsidiaries to, enter into any transaction directly or
indirectly with or for the benefit of an Affiliate of the Borrower (including,
without limitation, Guarantees and assumptions of obligations of an Affiliate
of the Borrower); except that (1) any Affiliate of the Borrower who is an
individual may serve as a director, officer or employee of the Borrower or any
of its Subsidiaries and receive reasonable compensation for his or her services
in such capacity and (2) the Borrower and its Subsidiaries may enter into other
transactions (other than extensions of credit by the Borrower or any of its
Subsidiaries) with Affiliates of the Borrower providing for the leasing of
Property, the rendering or receipt of services, the purchase or sale of
inventory and other Property and other transactions in the ordinary course of
business if the monetary or business consideration arising therefrom would be
substantially as advantageous to the Borrower and its Subsidiaries as the
monetary or business consideration that would obtain in a comparable
transaction with a Person not an Affiliate of the Borrower.





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                                      -88-

                 9.14     CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES.

                 (a)  The Obligors will take such action from time to time as
shall be necessary to ensure that each Obligor maintains its percentage
ownership interest in each of the Subsidiary Guarantors as set forth on
Schedule III hereto.

                 (b)  In the event that any additional shares of stock shall be
issued by any Subsidiary Guarantor, the Borrower agrees, and each Subsidiary
Guarantor agrees, forthwith to promptly deliver (and in any event within ten
days) to the Administrative Agent pursuant to the Pledge Agreement such shares
of stock accompanied by undated stock powers executed in blank and to
diligently take, or commence taking and diligently pursue, such other action as
the Administrative Agent shall request to perfect the security interest created
therein pursuant to the Pledge Agreement.

                 (c)  The Obligors may only make Investments in Subsidiaries
(other than Subsidiary Guarantors) to the extent permitted by Section 9.08(g),
(j) and (k) hereof.

  9.15  LIMITATION ON SALE AND LEASEBACK TRANSACTIONS AND PRODUCTION PAYMENTS.

                 (a)  Neither of the Obligors nor any of their respective
Subsidiaries will enter into, renew or extend any transaction or series of
related transactions pursuant to which the Borrowers or any such Subsidiary
sells or transfers any Property in connection with the leasing, or the release
against installment payments, or as part of an arrangement involving the
leasing or resale against installment payments, of such Property to the seller
or transferor ("Sale and Leaseback Transaction").

                 (b)  The Obligors will not, nor will they permit any of their
respective Subsidiaries to, voluntarily agree or consent to enter into any
Production Payment transaction or similar agreement to which any of them are
parties without the prior consent of the Majority Lenders.





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                                      -89-

                 9.16  PROJECT AGREEMENTS.

                 (a)  Thai Romo will at all times perform and observe all of
its material obligations under or in respect of the Project Agreements, enforce
all of its material rights and claims under or in respect of such Project
Agreements and take such other actions as shall be necessary to maintain such
Project Agreements in full force and effect and to maintain, preserve and
protect its interests in the Concession Agreement, the Joint Operating
Agreement, and in the other Project Agreements.

                 (b)  The Obligors will not, nor will they permit any of their
respective Subsidiaries to, agree or consent to any modification, supplement or
waiver of any of the provisions of any of the Project Agreements except to the
extent such modifications, supplements and waivers of the Project Agreements
could not reasonably be expected to have (individually or in the aggregate) a
Material Adverse Effect.

                 9.17  SUBORDINATED INDEBTEDNESS.

 The Borrower will not permit any of its Subsidiaries to purchase, redeem,
retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or
other acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, any
Subordinated Indebtedness, including any Affiliate Subordinated Indebtedness,
except (subject to the subordination provisions applicable thereto) payments
permitted by Section 3.02 of the related Affiliate Subordination Agreement.

                 9.18  DEFAULTS UNDER GAS SALES AND CERTAIN ACTIONS OF THAI
GOVERNMENT AUTHORITIES.

                 (a)  The Borrower will notify the Administrative Agent within
         ten days of





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                                      -90-

                          (i)  PTT's refusal to accept delivery of gas pursuant
                 to Section 4.2(ii) or 5.2(ii) of the Gas Sales Agreement for
                 10 consecutive days;

                          (ii)  the reimbursement by the Concessionaire (as
                 defined in the Gas Sales Agreement) of costs and expenses
                 incurred by PTT pursuant to Section 4.2(i) or 5.2(i) of the
                 Gas Sales Agreement in an amount in excess of $5,000,000 in
                 any month; or

                          (iii)  any "default" as described in Article XV of
                 the Gas Sales Agreement.

                 (b)  The Borrower will notify the Administrative Agent within
         ten days of its receipt of information indicating one or more
         Government Authorities of or in Thailand has, or has notified any
         Obligor in writing or publicly announced its intention to, repudiate,
         terminate, seize, appropriate, assume the management of, abrogate or
         reduce all or any material portion of Thai Romo's interest in any of
         the Project Agreements.

                 9.19  ADDITIONAL SUBSIDIARY GUARANTORS.  The Borrower will
take such action, and will cause each of its Subsidiaries to take such action,
including without limitation the action specified below in this Section 9.19
from time to time as shall be necessary to ensure that each Subsidiary that has
interests in oil or gas reserves that the Borrower seeks to include in the
Borrowing Base is a Subsidiary Guarantor hereunder.  Each Subsidiary of the
Borrower that is required to become a Subsidiary Guarantor after the date
hereof shall execute such instruments and agreements, in form and substance
reasonably satisfactory to, and as reasonably required by, the Administrative
Agent to acknowledge that such Subsidiary has all of the obligations of a
Subsidiary Guarantor pursuant to this Agreement.

                 9.20  SPECIAL COVENANTS WITH RESPECT TO B8/32 PARTNERS.

                 (a)  Notwithstanding any provision of this Agreement to the
contrary, the Borrower shall not and shall not permit any Subsidiary to convey,
sell, lease, transfer, assign or otherwise dispose of any interest in B8/32
Partners.





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                                      -91-

                 (b)  The Borrower shall not and shall not permit any
Subsidiary to consent to B8/32 Partners conveying, selling, leasing,
transferring or otherwise disposing of any interest in any Project Agreement to
which it is a party.

                 (c)  The Borrower shall not and shall not permit any
Subsidiary to consent to any action by B8/32 Partners which action would be
prohibited by a Subsidiary Guarantor.

                 9.21  MODIFICATIONS AND PAYMENTS OF SENIOR SUBORDINATED NOTES.
Without the consent of the Administrative Agent and the Required Lenders, the
Borrower will not, and will not permit any of the Subsidiary Guarantors to (a)
agree to any amendment, supplement or modification of the Senior Subordinated
Notes or any indenture pursuant to which the Senior Subordinated Notes are
issued in any manner materially adverse to the Lenders or (b) pay, prepay,
redeem, retire, purchase or otherwise acquire for value, or defease any Senior
Subordinated Notes except (subject to the subordination provisions relating
thereto) for regularly scheduled payments of principal thereof and interest
thereon on the respective dates on which such payments are required to be made;
provided that the Obligors may consummate the exchange offer contemplated by
the Registration Statement.

                 SECTION 10.  EVENTS OF DEFAULT.  If one or more of the
following events (herein called "Events of Default") shall occur and be
continuing:

                 (a)  the Borrower shall default in the payment when due
         (whether at stated maturity or upon mandatory or optional prepayment)
         of:  (i) any principal of any Loan; or (ii) any interest on any Loan
         or any fee or any other amount payable by it hereunder or under any
         other Basic Document if not paid within three Business Days of the
         date that the same shall become due; or

                 (b)  the Borrower or any of its Subsidiaries shall default in
         the payment when due of any principal of or interest on any of its
         other Indebtedness aggregating $1,000,000 or more, or in the payment
         when due of any amount under any Interest Rate Protection Agreement or
         Hedging Agreement for a notional principal amount exceeding
         $1,000,000; or





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                                      -92-

                 (c)  Any representation or warranty made or deemed made herein
         or in any other Basic Document (or in any modification or supplement
         hereto or thereto) by or on behalf of any Obligor, or any certificate
         furnished to any Lender or the Administrative Agent pursuant to the
         provisions hereof or thereof, shall prove to have been false or
         misleading as of the time made or furnished in any material respect;
         or

                 (d)  The Borrower or any Subsidiary Guarantor shall default in
         the performance of any of its obligations under any of Sections
         9.01(h), 9.01(i), 9.03(a), 9.05, 9.06, 9.07, 9.08, 9.09, 9.10,
         9.14(b), 9.15, 9.16(b), 9.17 or 9.20 hereof; or any Obligor shall
         default in the performance of its obligation under Section 9.16(a)
         hereof and such default shall continue unremedied for a period of 15
         or more days after notice thereof to the Borrower by the
         Administrative Agent or any Lender (through the Administrative Agent);
         or any Obligor shall default in the performance of any of its other
         obligations in this Agreement or any other Basic Document and such
         default shall continue unremedied for a period of 30 or more days
         after notice thereof to the Borrower by the Administrative Agent or
         any Lender (through the Administrative Agent); or

                 (e)  Any Obligor shall admit in writing its inability to, or
         be generally unable to, pay its debts as such debts become due; or

                 (f)  Any Obligor shall (i) apply for or consent to the
         appointment of, or the taking of possession by, a receiver, custodian,
         trustee, examiner or liquidator of itself or of all or a substantial
         part of its Property, (ii) make a general assignment for the benefit
         of its creditors, (iii) commence a voluntary case under the Bankruptcy
         Code, (iv) file a petition seeking to take advantage of any other law
         relating to bankruptcy, insolvency, reorganization, liquidation,
         dissolution, arrangement or winding-up, or composition or readjustment
         of debts, (v) fail to controvert in a timely and appropriate manner,
         or acquiesce in writing to, any petition filed against it in an
         involuntary case under the Bankruptcy Code, (vi) take any corporate
         action for the purpose of effecting any of the foregoing or (vii) do
         the equivalent of any of the foregoing under any foreign laws; or





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                 (g)  A proceeding or case shall be commenced, without the
         application or consent of any Obligor, in any court of competent
         jurisdiction, seeking (i) its reorganization, liquidation,
         dissolution, arrangement or winding-up, or the composition or
         readjustment of its debts, (ii) the appointment of a receiver,
         custodian, trustee, examiner, liquidator or the like of such Obligor
         or of all or any substantial part of its Property, (iii) similar
         relief in respect of such Obligor under any law relating to
         bankruptcy, insolvency, reorganization, winding-up, or composition or
         adjustment of debts, and such proceeding or case shall continue
         undismissed, or an order, judgment or decree approving or ordering any
         of the foregoing shall be entered and continue unstayed and in effect,
         for a period of 60 or more days; or an order for relief against such
         Obligor shall be entered in an involuntary case under the Bankruptcy
         Code or (iv) the equivalent of any of the foregoing under any foreign
         laws; or

                 (h)  A final judgment or order for the payment of money shall
         be entered against any Obligor (i) which, within 90 days after the
         entry thereof, has not been discharged or execution thereof has not
         been stayed pending appeal or as to which any enforcement proceeding
         shall have been commenced (and not stayed) by any creditor thereon and
         (ii) the aggregate amount of all such final judgments or orders
         meeting the criteria set forth in clause (i) above exceeds $1,000,000
         (net of insurance coverage as to which the insurer has acknowledged
         coverage); or

                 (i)  An event or condition specified in Section 9.01(e) hereof
         shall occur or exist with respect to any Plan or Multiemployer Plan
         and, as a result of such event or condition, together with all other
         such events or conditions, any Obligor or any ERISA Affiliate shall
         incur a liability to a Plan, a Multiemployer Plan or the PBGC (or any
         combination of the foregoing) that could reasonably be expected to
         (either individually or in the aggregate) have a Material Adverse
         Effect; or





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                                      -94-

                 (j)  All of the outstanding shares of capital stock of Thai
         Romo (other than Qualifying Shares) shall cease to be owned, directly
         or indirectly, by the Borrower, or any of such shares (other than
         Qualifying Shares) shall be owned, directly or indirectly, by an
         entity which is not incorporated or organized under the laws of a
         state of the United States of America and the business of which does
         not consist solely of making and holding investments in the Subsidiary
         Guarantors and in other Investments permitted by Section 9.08 hereof;
         or

                 (k)  The Borrower's percentage ownership interest in RMEC and
         TRH, and RMEC's and TRH's percentage ownership interests in Thai Romo
         shall decrease from their respective percentage ownership interests on
         the date hereof as set forth in Schedule VI hereto; or the Qualifying
         Shares of Thai Romo shall at any time constitute more than 1% of the
         voting and economic interests in Thai Romo; or

                 (l)  The Liens created by the Pledge Agreements shall at any
         time not constitute valid and perfected Liens on the collateral
         intended to be covered thereby (to the extent perfection by filing,
         registration, recordation or possession is required herein or therein)
         in favor of the Lenders and the Administrative Agent, free and clear
         of all other Liens (other than Liens permitted under Section 9.06
         hereof or under the respective Pledge Agreements) except as a result
         of any action taken by the Administrative Agent or the Lenders, or,
         except for expiration in accordance with its terms, any of the Pledge
         Agreements shall for whatever reason be terminated or cease to be in
         full force and effect in any respects material to the Administrative
         Agent and the Lenders, or the enforceability thereof shall be
         contested by any Obligor; or

                 (m)  Any Property of any Obligor is seized pursuant to legal
         process and not bonded within 30 days; or

                 (n)  There shall occur a revocation of, repeal of, termination
         prior to the scheduled term of, or default under, any Project
         Agreement or any Project Agreement shall cease to be in full force and
         effect in any material respect; or





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                                      -95-

                 (o)  One or more Government Authorities of the Kingdom of
         Thailand shall publicly announce its intention to or shall repudiate,
         terminate, seize, appropriate, assume management of, abrogate or
         reduce all or any material portion of the Concession Agreement, or the
         rights, properties or interests subject thereto or take any of the
         following actions that results in a Material Adverse Effect:  (i)
         suspending or terminating all or any material portion of the
         production or exportation of hydrocarbons subject to the Concession
         Agreement, (ii) subjecting Thai Romo to new or additional Taxes or
         imposing currency controls that prevent Thai Romo from converting
         payments to U.S. Dollars or prevent Thai Romo from transferring such
         payment outside of the Kingdom of Thailand or (iii) the confiscation,
         expropriation or nationalization of the Project, any Project Property,
         or other assets used in the exploration or development of Block B8/32
         by any Government Authority of the Kingdom of Thailand or any other
         Government Authority; or

                 (p)  The Project is abandoned or placed in a care and
         maintenance basis, or a substantial part of the Project Property is
         destroyed or damaged beyond repair except where such destruction or
         damage would not have a Material Adverse Effect; or

                 (q)  Thai Romo ceases to receive, for more than 30 consecutive
         days, the proceeds from the sale of its hydrocarbons, net of lease or
         other similar payments owed to SBM and its Affiliates, and such
         failure to receive such payments results in a Material Adverse Effect.

THEREUPON:  (1) in the case of an Event of Default other than one referred to
in clause (f) or (g) of this Section 10 with respect to the Borrower or any
Subsidiary Guarantor, the Administrative Agent may and, upon request of the
Majority Lenders, will, by notice to the Borrower, terminate the Commitments
and/or declare the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Borrower and the
Subsidiary Guarantors hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.05 hereof) to be forthwith due
and payable, whereupon such amounts shall be immediately due and payable
without





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                                      -96-

presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Obligors; (2) in the case of the occurrence of
an Event of Default referred to in clause (f) or (g) of this Section 10 with
respect to the Borrower or any Subsidiary Guarantor, the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by the Obligors hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.05 hereof) shall automatically
become immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by the
Obligors; and (3) in the case of the occurrence of an Event of Default caused
by the breach of the covenant described in the proviso to Section 9.01(i)
hereof, the Lenders may, in their sole discretion, make the payments as
described in such Section 9.01(i).

                 SECTION 11.  THE ADMINISTRATIVE AGENT.

                 11.01  APPOINTMENT, POWERS AND IMMUNITIES.
  Each Lender hereby appoints and authorizes the Administrative Agent to act as
its agent hereunder and under the other Basic Documents and any Affiliate
Subordination Agreement with such powers (including the power of execution of
such documents on behalf of the Lenders) as are specifically delegated to the
Administrative Agent by the terms of this Agreement and the other Basic
Documents and any Affiliate Subordination Agreement, together with such other
powers as are reasonably incidental thereto.  The Administrative Agent (which
term as used in this sentence and in Section 11.05 and the first sentence of
Section 11.06 hereof shall include reference to its affiliates and its own and
its affiliates' officers, directors, employees and agents):

                 (a)  shall have no duties or responsibilities except those
         expressly set forth in this Agreement and in the other Basic Documents
         and any Affiliate Subordination Agreement, and shall not by reason of
         this Agreement or any other Basic Document be a trustee for any
         Lender;





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                                      -97-

                 (b)  shall not be responsible to the Lenders for any recitals,
         statements, representations or warranties contained in this Agreement
         or in any other Basic Document or any Affiliate Subordination
         Agreement, or in any certificate or other document referred to or
         provided for in, or received by any of them under, this Agreement or
         any other Basic Document or any Affiliate Subordination Agreement, or
         for the value, validity, effectiveness, genuineness, enforceability or
         sufficiency of this Agreement, any Note or any other Basic Document or
         any other document referred to or provided for herein or therein or
         for any failure by the Borrower or any Subsidiary Guarantor or any
         other Person to perform any of its obligations hereunder thereunder;

                 (c)  shall not be responsible for any action taken or omitted
         to be taken by it hereunder or under any other Basic Document or under
         any other document or instrument referred to or provided for herein or
         therein or in connection herewith or therewith, except for its own
         gross negligence or willful misconduct; and

                 (d)  shall have no liability or other obligation to the
         Borrower, any other Obligor or any Lender in respect of any
         determination made or to be made by the Administrative Agent relating
         to the method used or to be used, any assumption made or to be made or
         any other matter relating to the computation of the Borrowing Base,
         the Threshold Amount or any component of any thereof, other than (i)
         to the extent practicable, to consult with the Lenders as to any such
         determination and (ii) to make any such determination in good faith
         and in a manner consistent with the express requirements of this
         Agreement.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.  The Administrative Agent may
deem and treat the payee of a Note as the holder thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof shall
have been filed with the Administrative Agent, together with the consent of the
Borrower to such assignment or transfer (to the extent provided in Section
12.06(b) hereof).





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                                      -98-

                 11.02  RELIANCE BY ADMINISTRATIVE AGENT.  The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including, without limitation, any thereof by telephone,
telecopy, telegram or cable) in good faith believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent.  As to any
matters not expressly provided for by this Agreement or any other Basic
Document or any Affiliate Subordination Agreement, the Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by the Majority
Lenders, and such instructions of the Majority Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.

                 11.03  DEFAULTS.  The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Lender or the Borrower or any
Subsidiary Guarantor specifying such Default and stating that such notice is a
"Notice of Default".  In the event that the Administrative Agent receives such
a notice of the occurrence of a Default, the Administrative Agent shall give
prompt notice thereof to the Lenders.  The Administrative Agent shall (subject
to Section 11.07 hereof) take such action with respect to such Default as shall
be directed by the Majority Lenders, provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable in
the best interest of the Lenders except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the
consent or upon the authorization of the Majority Lenders or all of the
Lenders.





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                                      -99-


                 11.04  RIGHTS AS A LENDER.  With respect to its Commitment and
the Loans made by it, Chase (and any successor acting as Administrative Agent)
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity.  Chase (and any successor acting as Administrative Agent)
and its affiliates may (without having to account therefor to any Lender)
accept deposits from, lend money to, make investments in and generally engage
in any kind of banking, trust or other business with the Borrower, any
Subsidiary Guarantor and their respective Subsidiaries or Affiliates as if it
were not acting as the Administrative Agent, and Chase (and any such successor)
and its affiliates may accept fees and other consideration from any such Person
for services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

                 11.05  INDEMNIFICATION.  The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03 hereof,
but without limiting the obligations of the Borrower under said Section 12.03)
ratably in accordance with the aggregate principal amount of the Loans held by
the Lenders (or, if no Loans are at the time outstanding, ratably in accordance
with their respective Commitments), for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other Basic Document or any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses that the Borrower is obligated to pay under Section 12.03
hereof but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or
of any such other documents, provided that no Lender shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.





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                 11.06  NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower, the Subsidiary Guarantors and their respective Subsidiaries and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or under any other Basic Document.  The Administrative
Agent shall not be required to keep itself informed as to the performance or
observance by the Borrower or any Subsidiary Guarantor of this Agreement or any
of the other Basic Documents or any other document referred to or provided for
herein or therein or to inspect the Properties or books of the Borrower or the
Subsidiary Guarantors.  Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the other Basic Documents or any
Affiliate Subordination Agreement, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of the
Borrower or the Subsidiary Guarantors (or any of their affiliates) that may
come into the possession of the Administrative Agent or any of its affiliates.

                 11.07  FAILURE TO ACT.  Except for action expressly required
of the Administrative Agent hereunder and under the other Basic Documents and
any Affiliate Subordination Agreement, the Administrative Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from the Lenders
of their indemnification obligations under Section 11.05 hereof against any and
all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action and the Administrative Agent may consult
with counsel and the advice of counsel shall be full and complete authorization
and protection in respect of any action taken or omitted by it hereunder under
any of the other Basic Documents, any Affiliate Subordination Agreement or
under the Pledge Agreements.





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                                     -101-

                 11.08  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT.
Subject to the appointment and acceptance of a successor Administrative Agent
as provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Lenders, the Borrower and the Subsidiary Guarantors, and
the Administrative Agent may be removed at any time with or without cause by
the Majority Lenders with (unless an Event of Default has occurred or is
continuing) the approval of the Borrower.  Upon any such resignation or
removal, the Majority Lenders shall have the right to appoint a successor
Administrative Agent with (unless an Event of Default has occurred and is
continuing) the approval of the Borrower (such approval not to be unreasonably
withheld).  If no successor Administrative Agent shall have been so appointed
by the Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation or
the Majority Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent with (unless an Event of Default has occurred
and is continuing) the approval of the Borrower (such approval not to be
unreasonably withheld).  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 hereunder.  After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the
provisions of this Section 11 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent.

                 11.09  CONSENTS UNDER OTHER BASIC DOCUMENTS.  Except as
otherwise provided in Section 12.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Basic Documents or any Affiliate Subordination Agreement, provided that,
without the prior consent of all of the Lenders, the Administrative Agent shall
not (except as provided herein or in the Pledge Agreements): (i) release any
collateral or otherwise terminate any Lien under any Basic Document providing
for collateral security, or agree to additional obligations being secured by
such





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                                     -102-

collateral security (unless the Lien for such additional obligations shall be
junior to the Lien in favor of the other obligations secured by such Basic
Document), except that no such consent shall be required, and the
Administrative Agent is hereby authorized, to release any Lien covering
Property that is the subject of a disposition of Property permitted hereunder
or to which the Majority Lenders have consented, (ii) release any Obligor from
its obligations under any of the Basic Documents to which it is a party and
(iii) release any Subsidiary Guarantor from its obligations under Section 6
hereof.

                 SECTION 12.  MISCELLANEOUS.

                 12.01  WAIVER.  No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement or
any Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement or any Note
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

                 12.02  NOTICES.  All notices, requests and other
communications provided for herein and under the Pledge Agreements (including,
without limitation, any modifications of, or waivers, requests or consents
under, this Agreement) shall be given or made in writing (including, without
limitation, by telecopy) delivered to the intended recipient at the "Address
for Notices" specified below its name on the signature pages hereof); or, as to
any party, at such other address as shall be designated by such party in a
notice to each other party.  Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.





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<PAGE>   110
                                     -103-

                 12.03  EXPENSES, ETC.   The Borrower agrees to pay or
reimburse each of the Lenders and the Administrative Agent for (without
duplication): (a) all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, following presentation of
a reasonably detailed invoice therefor, the reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy and/or Freshfields, special New York counsel to
Chase, and the Law Office of Paiboon Sutuntivorakoon Ltd., special Thai counsel
to Chase, in connection with (i) the negotiation, preparation, execution and
delivery of this Agreement and the other Basic Documents and the making and
syndication of the Loans hereunder and related matters and (ii) the negotiation
or preparation of any modification, supplement or waiver of any of the terms of
this Agreement or any of the other Basic Documents or any Affiliate
Subordination Agreement (whether or not consummated); (b) all reasonable
out-of-pocket costs and expenses of the Lenders and the Administrative Agent
(including, without limitation, the reasonable fees and expenses of legal
counsel) in connection with (i) any Event of Default and any enforcement or
collection proceedings resulting therefrom, including, without limitation, all
manner of participation in or other involvement with (x) bankruptcy,
insolvency, receivership, foreclosure, winding up or liquidation proceedings,
(y) judicial or regulatory proceedings and (z) workout, restructuring or other
negotiations or proceedings (whether or not the workout, restructuring or
transaction contemplated thereby is consummated) and (ii) the enforcement of
this Section 12.03; and (c) without duplication of any amounts payable by the
Borrower under Section 5.06 hereof, all transfer, stamp, documentary or other
similar taxes, assessments or charges levied by any governmental or revenue
authority in respect of this Agreement or any of the other Basic Documents or
any other document referred to herein or therein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording, or perfection of any security interest contemplated by
the Basic Documents or any document referred to therein.

                 The Borrower hereby agrees to indemnify the Administrative
Agent and each Lender and their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them
(including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by the Administrative Agent to any Lender),
whether or not the





                                Credit Agreement

<PAGE>   111
                                     -104-

Administrative Agent or any Lender is a party thereto arising out of or by
reason of any investigation or litigation or other proceedings (including any
threatened investigation or litigation or other proceedings) relating to the
Loans hereunder or any of the other transactions contemplated hereby or any
actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of the Loans hereunder, including, without limitation, the reasonable
fees and disbursements of counsel incurred in connection with any such
investigation or litigation or other proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the
gross negligence or willful misconduct (or the failure of a Lender to make a
Loan hereunder when required pursuant to the terms hereof) of the Person to be
indemnified).  Without limiting the generality of the foregoing, the Borrower
will indemnify the Administrative Agent and each Lender from, and hold the
Administrative Agent and each Lender harmless against, any losses, liabilities,
claims, damages or expenses described in the preceding sentence (but excluding,
as provided in the preceding sentence, any loss, liability, claim, damage or
expense incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified) arising under any Law as a result of the past,
present or future operations of the Borrower or any of its Subsidiaries (or any
predecessor in interest to the Borrower or any of its Subsidiaries), or the
past, present or future condition of any site or facility owned, operated or
leased at any time by the Borrower or any of its Subsidiaries (or any such
predecessor in interest), including any such losses, liabilities, claims,
damages or expenses that shall occur during any period when the Administrative
Agent or any Lender shall be in possession of any such site or facility
following the exercise by the Administrative Agent or any Lender of any of its
rights and remedies hereunder to the extent that such losses, liabilities,
claims, damages or expenses are caused by the Administrative Agent or the
Lenders (but not if such losses, liabilities, claims, damages or expenses are
caused by the gross negligence or willful misconduct of the Administrative
Agent or the Lenders).

                 12.04  AMENDMENTS, ETC.  Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be modified or
supplemented only by an instrument in writing signed by the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Majority Lenders, or by
the Borrower, the Subsidiary Guarantors and the Administrative Agent acting
with the consent of the Majority Lenders, and any provision of this Agreement





                                Credit Agreement

<PAGE>   112
                                     -105-

may be waived by the Majority Lenders or by the Administrative Agent acting
with the consent of the Majority Lenders; provided that:  (a) no modification,
supplement or waiver shall, unless by an instrument signed by all of the
Lenders or by the Administrative Agent acting with the consent of all of the
Lenders:  (i) increase, or extend the term of the Commitments, or extend the
time or waive any requirement for the reduction or termination of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce or forgive the amount
of any such payment of principal, (iv) reduce the rate at which interest is
payable thereon or any fee is payable hereunder, (v) alter the rights or
obligations of the Borrower to prepay Loans, (vi) alter the terms of this
Section 12.04, (vii) modify the definition of the term "Majority Lenders" or
"Required Lenders" or modify in any other manner the number or percentage of
the Lenders required to make any determinations or waive any rights hereunder
or to modify any provision hereof, (viii) alter the manner in which payments or
prepayments of principal, interest or other amounts hereunder shall be applied
as between the Lenders of Types of Loans, (ix) waive any of the conditions
precedent set forth in Section 7 hereof or (x) redetermine or otherwise change
the Borrowing Base or Threshold Amount; (b) any modification or supplement of
Section 11 hereof shall require the consent of the Administrative Agent; (c)
any modification or supplement of Section 6 hereof shall require the consent of
the Subsidiary Guarantors; (d) any waiver of any provision of this Agreement
that adversely affects the Borrower shall require the consent of the Borrower;
(e) any modification to Section 1.04 or the defined terms used therein shall
require the consent of the Required Lenders; and (f) any release of any Obligor
from its obligations under any Basic Document or any release of collateral
shall require the consent of all the Lenders to the extent set forth in Section
11.09 hereof.





                                Credit Agreement

<PAGE>   113
                                     -106-

                 12.05  SUCCESSORS AND ASSIGNS.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

                 12.06  ASSIGNMENTS AND PARTICIPATIONS.

                 (a)  Neither the Borrower nor either Subsidiary Guarantor may
assign any of its rights or obligations hereunder or under the Notes without
the prior consent of all of the Lenders and the Administrative Agent.

                 (b)  Each Lender may (and each Lender shall, if requested
pursuant to Section 5.07 hereof) assign any of its Loans and its Note, with the
consent, so long as no Event of Default shall have occurred and be continuing,
of the Borrower (such consent not to be unreasonably withheld or delayed);
provided that

                 (i)  no such consent by the Borrower shall be required in the
         case of any assignment to another Lender;

                 (ii)  except to the extent the Administrative Agent and the
         Borrower shall otherwise consent, any such partial assignment (other
         than to another Lender) shall be in an amount at least equal to
         $5,000,000;

                 (iii)  each such assignment by a Lender of its Loans or Note
         shall be made in such manner so that the same portion of its Loans and
         Commitments is assigned to the respective assignee; and

                 (iv)  upon each such assignment, the assignor and assignee
         shall deliver to the Borrower and the Administrative Agent an
         Assignment and Acceptance in the form of Exhibit F hereto.

Upon execution and delivery by the assignor and the assignee to and the
Administrative Agent of such Assignment and Acceptance, and upon consent
thereto by the Administrative Agent and the Borrower to the extent required
above, the assignee shall have, to the extent of such assignment (unless
otherwise consented to by the Administrative Agent and the Borrower), the
obligations, rights and benefits of a Lender hereunder holding the Loans (or
portions thereof) assigned to it and specified in such Assignment and
Acceptance (in addition to the Loans, if any, theretofore held by such
assignee).  Unless otherwise agreed by the Administrative Agent, upon each such
assignment the assigning Lender shall pay the Administrative Agent an
assignment fee of $3,000.
<PAGE>   114
                                     -107-

                 (c)  A Lender may sell or agree to sell to one or more other
Persons a participation in all or any part of any Loans held by it (such
purchaser of a participation a "Participant"), but, except as otherwise
provided in Section 4.07(c) hereof, a Participant shall not have any other
rights or benefits under this Agreement or any Note or any other Basic Document
and any Affiliate Subordination Agreement (the Participant's rights against
such Lender in respect of such participation to be those set forth in the
agreements executed by such Lender in favor of the Participant).  All amounts
payable by the Borrower to any Lender under Section 5 hereof and Section 12.03
hereof in respect of Loans held by it, and its Commitments shall be determined
as if such Lender had not sold or agreed to sell any participations in such
Loans and Commitments, and as if such Lender were funding each of such Loan in
the same way that it is funding the portion of such Loan and Commitment in
which no participations have been sold.  In no event shall a Lender that sells
a participation agree with the Participant to take or refrain from taking any
action hereunder or under any other Basic Document and any Affiliate
Subordination Agreement except that such Lender may agree with the Participant
that it will not, without the consent of the Participant, agree to (i) extend
the date fixed for the payment of principal of or interest on the related Loan
or Loans or any portion of any fee hereunder payable to the Participant, (ii)
reduce the amount of any such payment of principal, (iii) reduce the rate at
which interest is payable thereon, or any fee hereunder payable to the
Participant, to a level below the rate at which the Participant is entitled to
receive such interest or fee, (iv) alter the rights or obligations of the
Borrower to prepay the related Loans or (v) consent to any modification,
supplement or waiver hereof or of any of the other Basic Documents to the
extent that the same, under Section 11.09 or 12.04 hereof, requires the consent
of each Lender.

                 (d)  In addition to the assignments and participations
permitted under the foregoing provisions of this Section 12.06, any Lender may
(without notice to or the consent of the Borrower, the Administrative Agent or
any other Lender and without payment of any fee) (i) assign and pledge all or
any portion of its Loan and its Note to any Federal Reserve Bank as collateral
security pursuant to Regulation A and any Operating Circular issued by such
Federal Reserve Bank and (ii) assign all or any portion of its rights under
this Agreement and its Loan and its Note to an affiliate.  No such assignment
shall release the assigning Lender from its obligations hereunder.





                                Credit Agreement

<PAGE>   115
                                     -108-

                 (e)  A Lender may furnish any information concerning the
Borrower, the Subsidiary Guarantors or any of their respective Subsidiaries in
the possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants), subject, however, to the
provisions of Section 12.12 hereof.

                 (f)  Anything in this Section 12.06 to the contrary
notwithstanding, no Lender may assign or participate any interest in any Loan
held by it hereunder to the Borrower or any Subsidiary Guarantor or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.

                 12.07  SURVIVAL.  The obligations of the Borrower under
Sections 5.01, 5.05, 5.06 and 12.03 hereof and the obligations of the
Subsidiary Guarantors under Section 6.03 hereof, and the obligations of the
Lenders under Sections 11.05 and 12.12 hereof, shall survive the repayment of
the Loans and the termination of the Commitments and, in the case of any Lender
that may assign any interest in its Commitments or Loans hereunder, shall
survive the making of such assignment, notwithstanding that such assigning
Lender may cease to be a "Lender" hereunder.  In addition, each representation
and warranty made, or deemed to be made by a notice of any Loan, herein or
pursuant hereto shall survive the making of such representation and warranty,
and no Lender shall be deemed to have waived, by reason of making any Loan, any
Default that may arise by reason of such representation or warranty proving to
have been false or misleading, notwithstanding that such Lender or the
Administrative Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading at the time such Loan
was made.

                 12.08  CAPTIONS.  The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

                 12.09  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.





                                Credit Agreement

<PAGE>   116
                                     -109-

                 12.10  GOVERNING LAW; SUBMISSION TO JURISDICTION.  (a)  This
Agreement and the Notes shall be governed by, and construed in accordance with,
the law of the State of New York.  The Borrower and the Subsidiary Guarantors
hereby submit to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of the Supreme Court of the
State of New York sitting in New York County (including its Appellate
Division), and of any other appellate court in the State of New York, for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the other Basic Documents or the transactions contemplated hereby or
thereby.  Each of the Borrower and the Subsidiary Guarantors hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.

                 Each Obligor agrees that final judgment in any such suit,
action or proceeding brought in such court shall be conclusive and binding upon
such Obligor and may be enforced in any court to the jurisdiction of which such
Obligor is subject by a suit upon such judgment, provided that service of
process is effected upon such Obligor in the manner provided in this Section
12.10.

                 (b)  Each Obligor hereby agrees that service of all writs,
process and summonses in any such suit, action or proceeding brought in the
State of New York may be made upon it by service upon CT Corporation System,
presently having an office at 1633 Broadway, New York, New York 10019, U.S.A.
(each of such agents for service of process as appropriate, being referred to
herein as the "Process Agent"), and each Obligor hereby irrevocably appoints
the Process Agent its true and lawful agent and attorney-in-fact in its name,
place and stead to accept such service of any and all such writs, process and
summonses and agrees that the failure of the Process Agent to give any notice
of any such service of process to any such Obligor shall not impair or affect
the validity of such service or of any judgment based thereon.  If for any
reason CT Corporation System ceases to act, or to be able to act, as a Process
Agent, as contemplated hereby, each Obligor (including Thai Romo) will appoint
a substitute therefor and agrees to maintain at all times an agent for service
of process in the United States of America to act as its process agent.  Each
Obligor (including Thai Romo) irrevocably consents to the service of process in
any suit, action or proceeding in said courts by the mailing thereof by the
Administrative Agent or any Lender or any holder of any Note by registered or
certified mail, postage prepaid, to such Obligor at the address given below its
name on the signature pages hereto.





                                Credit Agreement

<PAGE>   117
                                     -110-

                 (c)  Nothing herein shall in any way be deemed to limit the
ability of the Administrative Agent or any Lender to serve any such writs,
process or summonses in any other manner permitted by applicable law or to
obtain jurisdiction over the Obligors in such other jurisdictions, and in such
manner, as may be permitted by applicable law.

                 (d)  To the extent that any Borrower or any Subsidiary
Guarantor has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service of notice, attachment
prior to judgment, attachment in aid of execution, execution, sovereign
immunity or otherwise) with respect to itself or its property, it hereby
irrevocably waives such immunity in respect of its obligations under this
Agreement and the other Basic Documents.

                 12.11  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, EACH
SUBSIDIARY GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES, THE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

                 12.12  TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.
Each Lender and the Administrative Agent agrees (on behalf of itself and each
of its affiliates, directors, officers, employees and representatives) with
each of the Obligors to use its best efforts to keep confidential and not to
disclose any non-public information supplied to it by any of the Obligors
pursuant to this Agreement or any of the other Basic Documents that is
identified by any of the Obligors as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing
herein shall limit the disclosure of any such information (i) to the extent
required by statute, rule, regulation or judicial process, (ii) to counsel for
any of the Lenders or the Administrative Agent, (iii) to bank examiners,
auditors or accountants, (iv) to the Administrative Agent or any other Lender
(or to Chase Securities Inc., Chase Investment  Bank, Ltd., and Chase Manhattan
Asia Limited), (v) in connection with any litigation relating to any of the
Basic Documents or any Affiliate Subordination Agreement or the transactions
contemplated thereby to which any one or more of the Lenders or the
Administrative Agent is a party, (vi) to a subsidiary or affiliate of such
Lender in connection with the administration, management or booking of any
Loans or (vii) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee
or participant) first executes and





                                Credit Agreement

<PAGE>   118
                                     -111-

delivers to the respective Lender a Confidentiality Agreement substantially in
the form of Exhibit E hereto.  The obligations of each Lender under this
Section 12.12 shall supersede and replace the obligations of such Lender under
any confidentiality letter in respect of this financing signed and delivered by
such Lender to any of the Obligors prior to the date hereof; in addition, the
obligations of any assignee that has executed a Confidentiality Agreement in
the form of Exhibit E hereto shall be superseded by this Section 12.12 upon the
date upon which such assignee becomes a Lender hereunder pursuant to Section
12.06(b) hereof.

                 12.13  APPOINTMENT OF THE BORROWER AS AGENT.  Each Subsidiary
Guarantor hereby irrevocably appoints the Borrower as its agent for the purpose
of giving and receiving any and all notices and other communications provided
for herein to be given by or to it hereunder.  By its signature below, the
Borrower hereby accepts such appointment.

                 12.14  JOINT AND SEVERAL LIABILITY.

                 (a)  All monetary obligations of the Subsidiary Guarantors
hereunder and under the other Basic Documents to which the Subsidiary
Guarantors are parties shall be their joint and several obligations.

                 (b)  Each Subsidiary Guarantor hereby agrees that until the
payment and satisfaction in full of all monetary obligations hereunder and the
expiration or termination of the Commitments it shall not exercise any right or
remedy against any other Subsidiary Guarantor arising by reason of any
performance by it of its joint and several obligations hereunder, whether by
subrogation or otherwise.

                 12.15  JUDGMENT CURRENCY.  If, under any applicable law and
whether pursuant to a judgment being made or registered against any Obligor or
for any other reason, any payment under or in connection with this Agreement is
made or fails to be satisfied in a currency (the "Other Currency") other than
that in which the relevant payment is due (the "Required Currency") then, to
the extent of the payment (when converted into the Required Currency at the
rate of exchange on the date of payment, or, if it is not practicable for the
party entitled thereto (the "Payee") to purchase the Required Currency with the
Other Currency on the date of payment, at the rate of exchange as soon
thereafter as it is practicable for it to do so) actually received by the Payee
falls short of the amount due under the terms of this Agreement, such Obligor
shall, to the extent permitted by law, as a separate and independent
obligation, indemnify and hold harmless the Payee against the amount of





                                Credit Agreement

<PAGE>   119
                                     -112-

such shortfall.  For the purpose of this Section, "rate of exchange" means the
rate at which the Payee is able on the relevant date to purchase the Required
Currency with the Other Currency and shall take into account any premium and
other costs of exchange.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





                                Credit Agreement

<PAGE>   120
                                     -113-

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

                                  BORROWER

                                  RUTHERFORD-MORAN OIL CORPORATION

                                  
                                  By          
                                     ---------------------------------
                                     Title: Chief Financial Officer

                                  Address for Notices:

                                   Rutherford-Moran Oil Corporation
                                   5 Greenway Plaza, Suite 220
                                   Houston, Texas 77046

                                  Attention:  Chief Financial Officer
                                  Telecopier No.:  713-621-7072
                                  Telephone No.:  713-622-5555





                                Credit Agreement

<PAGE>   121
                                     -114-

                                   SUBSIDIARY GUARANTORS

                                   RUTHERFORD-MORAN EXPLORATION
                                   COMPANY


                                   By 
                                      ------------------------------------
                                      Title: Treasurer

                                   Address for Notices:

                                    Rutherford-Moran Exploration Company
                                    5 Greenway Plaza, Suite 220
                                    Houston, Texas 77046

                                   Attention:  Chief Financial Officer
                                   Telecopier No.:  713-621-7072
                                   Telephone No.:  713-622-5555


                                   THAI ROMO HOLDINGS, INC


                                   By 
                                      ------------------------------------
                                      Title: Treasurer

                                   Address for Notices:

                                    Thai Romo Holdings, Inc.
                                    5 Greenway Plaza, Suite 220
                                    Houston, Texas 77046

                                   Attention:  Chief Financial Officer
                                   Telecopier No.:  713-621-7072
                                   Telephone No.:  713-622-5555





                                Credit Agreement

<PAGE>   122
                                     -115-

                                   THAI ROMO LIMITED


                                   By
                                      ------------------------------------
                                      Title: Managing Director

                                    Address for Notices:

                                    Thai Romo Limited
                                    5 Greenway Plaza, Suite 220
                                    Houston, Texas 77046

                                   Attention:  Chief Financial Officer
                                   Telecopier No.:  713-621-7072
                                   Telephone No.:  713-622-5555





                                Credit Agreement

<PAGE>   123
                                     -116-


                                   LENDERS

 Commitment                        THE CHASE MANHATTAN BANK
------------                                                                 
$200,000,000


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

                                   Lending Office for all Loans:

                                    The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, New York 10017

                                   Address for Notices:

                                    The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, New York 10017

                                   Attention:  Richard Betz, Managing Director
                                   Telecopier No.:  212-270-6971
                                   Telephone No.:   212-270-2519

                                   with copies to:

                                   Chase Securities Inc.
                                   600 Travis Street
                                   20th Floor
                                   Houston, TX 77002-8086

                                   Attention:       Russell Johnson
                                   Telecopier No.:  713-216-4295
                                   Telephone No.:  713-216-4295





                                Credit Agreement

<PAGE>   124
                                     -117-


                                   Administrative Agent

                                   THE CHASE MANHATTAN BANK,
                                    as Administrative Agent


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


                                   Address for Notices to
                                   Chase as Administrative Agent:

                                    Administrative Agent Bank Services Group
                                    One Chase Manhattan Plaza
                                    8th Floor
                                    New York, New York  10081

                                   Attention:  Joselin Fernandes
                                   Telecopier No.:   212-552-5777
                                   Telephone No.:   212-552-7414

                                   with copies to:

                                    The Chase Manhattan Bank
                                    270 Park Avenue
                                    New York, New York  10017

                                   Attention:  Richard Betz
                                   Telecopier No.:  212-270-2519
                                   Telephone No.:  212-270-6971

                                   and

                                   Chase Securities Inc.
                                   600 Travis Street
                                   20th Floor
                                   Houston, TX 77002-8086

                                   Attention:       Russell Johnson
                                   Telecopier No.:  713-216-4295
                                   Telephone No.:  713-216-4295





                                Credit Agreement

<PAGE>   125
                                                                      SCHEDULE I

                  Material Agreements, Liens and Interest Rate
                       and Commodity Hedging Arrangements

Part A - Material Agreements

Project Agreements

Guaranty made by RMEC (formerly known as "Rutherford/Moran Oil Corporation")
dated as of October 25, 1996 to Petroleum Authority of Thailand in connection
with the Gas Sales Agreement.

Guaranty made by RMEC (formerly known as "Rutherford/Moran Oil Corporation")
dated as of August 22, 1991 to Thaipo in connection with the Joint Operating
Agreements dated as of August 1, 1991 between Maersk, Thai Romo, Thaipo, and
Sophonpanish.

Guaranty and Indemnity made by Thai Romo to SBM Marine Service Thailand Ltd.
dated February 9, 1996 in connection with the Operating Agreement whereby Thai
Romo guarantees 46.34146% of the Guaranteed Obligations defined therein.

Guaranty and Indemnity made by Thai Romo to Tantawan Production B.V. dated
February 9, 1996 in connection with the Bareboat Charter whereby Thai Romo
guarantees 46.34148% of the Guaranteed Obligations defined therein.

First Amendment to the Gas Sale Agreement between Petroleum Authority of
Thailand and B8/32 Partners Limited, Thaipo Limited, Thai Romo Limited, Palang
Sophon Limited, dated November 12, 1997.





                                  Schedule I
<PAGE>   126
                                                                     SCHEDULE II


                              Compliance with Laws

                                 [Section 8.13]





                                  Schedule II
<PAGE>   127
                                                                    SCHEDULE III



                          Subsidiaries and Investments


The Borrower

As of August 30, 1998, the Borrower has $533,234 in the Fidelity 657 Money
Market with Fidelity Investment.

The Borrower is the parent company of RMEC, owns 1,000 shares of common stock,
$1.00 par value, of RMEC and has made loans to RMEC at July 31, 1998 in the
aggregate amount of $134,306,300.

The Borrower is the parent company of TRH and owns 1,000 shares of common
stock, $1.00 par value, of TRH.

The Borrower has made loans to TRH at July 31, 1998 in the aggregate amount of
$118,757,460.

RMEC

RMEC owns approximately 57.5% of the issued and outstanding shares of common
stock of Thai Romo and has made loans to Thai Romo at July 31, 1998 in the
aggregate amount of $1,092,563.

TRH

TRH owns approximately 42.5% of the issued and outstanding shares of common
stock of Thai Romo.


Note:    RMOC invested $250,000 in a wholly-owned subsidiary, Thai-Tex
Insurance Co., Inc.





                                  Schedule III

<PAGE>   128
                                                                     SCHEDULE IV


                                   Litigation

                                 [Section 8.03]


None.





                                 Schedule IV
<PAGE>   129
                                                                      SCHEDULE V

                                     Taxes

                                 [Section 8.09]


None.



                                  SCHEDULE V
<PAGE>   130
                                                                     SCHEDULE VI

                                 Capitalization

                                 [Section 8.14]


<TABLE>
<CAPTION>
         HOLDER                                                     NUMBER OF SHARES
         ------                                                     ----------------
<S>                                                                 <C>

Thai Romo

1.       Rutherford-Moran Oil Corporation                           612,608 shares
2.       Thai Romo Holdings, Inc.                                   452,704 shares
3.       PRR Thai, Inc.                                             1 share
4.       Thai PRR L.P.                                              1 share
5.       JAM Thai, Inc.                                             1 share
6.       Thai JAM L.P.                                              1 share
7.       MDM Thai, Inc.                                             1 share


B8/32 Partners


1.       Pogo Producing Company Limited                             50,974 shares
2.       Mr. Paul Gerrit Van Wagenen                                1 share
3.       Mr. Radford Phillip Laney                                  1 share
4.       Thai Romo Holdings, Inc.                                   50,974 shares
5.       Mr. Patrick Richard Rutherford                             1 share
6.       Mr. Michael Douglas McCoy                                  1 share
7.       Palang Sophon Limited                                      8,048 shares
</TABLE>





                                  Schedule VI
<PAGE>   131
                                                                    SCHEDULE VII

                               Project Agreements


                 Bareboat Charter
                 Concession Agreement
                 Gas Sales Agreement
                 Joint Operating Agreement
                 Operating Agreement
                 Tantawan Joint Operating Agreement




                                 SCHEDULE VII