<PAGE>   1
                                                               EXECUTION COPY





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



                       RUTHERFORD--MORAN OIL CORPORATION,
                                   as Borrower

                                       AND

                     RUTHERFORD--MORAN EXPLORATION COMPANY,

                            THAI ROMO HOLDINGS, INC.,

                                THAI ROMO LIMITED

                                       AND

                          OTHER SUBSIDIARY GUARANTORS,
                                  as Guarantors

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


                                CREDIT AGREEMENT


                         Dated as of September 20, 1996


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


                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent



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


     


<PAGE>   2



                                TABLE OF CONTENTS

                                                                        Page

Section 1.  Definitions and Accounting Matters..........................  1
         1.01  Certain Defined Terms....................................  1
         1.02  Accounting Terms and Determinations...................... 17
         1.03  Types of Loans........................................... 17
         1.04  Borrowing Base........................................... 17
         1.05  Copies of Documents...................................... 18

Section 2.  Commitments, Loans, Notes and Prepayments................... 19
         2.01  Loans.................................................... 19
         2.02  Borrowings............................................... 19
         2.03  Changes of Commitments................................... 19
         2.04  Commitment Fee........................................... 20
         2.05  Lending Offices.......................................... 20
         2.06  Several Obligations; Remedies Independent................ 20
         2.07  Notes.................................................... 20
         2.08  Optional Prepayments and Conversions or 
               Continuations of Loans................................... 21
         2.09  Mandatory Prepayments and Reductions of Commitments...... 21
         2.10  Engineering and Administration Fee....................... 22

Section 3.  Payments of Principal and Interest.......................... 22
         3.01  Repayment of Loans....................................... 22
         3.02  Interest................................................. 22

Section 4.  Payments; Pro Rata Treatment; Computations; Etc............. 23
         4.01  Payments................................................. 23
         4.02  Pro Rata Treatment....................................... 24
         4.03  Computations............................................. 25
         4.04  Minimum Amounts.......................................... 25
         4.05  Certain Notices.......................................... 25
         4.06  Non-Receipt of Funds by the Administrative Agent......... 26
         4.07  Sharing of Payments, Etc................................. 27

Section 5.  Yield Protection, Etc....................................... 28
         5.01  Additional Costs......................................... 28
         5.02  Limitation on Types of Loans............................. 30
         5.03  Illegality............................................... 31
         5.04  Treatment of Affected Loans.............................. 31
         5.05  Broken Funding........................................... 32
         5.06  U.S. Taxes............................................... 32
         5.07  Replacement of Certain Lenders........................... 34

Section 6.  Guarantee................................................... 34
         6.01  The Guarantee............................................ 34

      

                                       (i)


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                                                                        Page

         6.02  Obligations Unconditional................................ 35
         6.03  Reinstatement............................................ 36
         6.04  Subrogation.............................................. 36
         6.05  Remedies................................................. 36
         6.06  Continuing Guarantee..................................... 36
         6.07  Thai Taxes............................................... 36
         6.08  Rights of Contribution................................... 37
         6.09  General Limitation on Guarantee Obligations.............. 38

Section 7.  Conditions Precedent........................................ 38
         7.01  Initial Loan............................................. 38
         7.02  Further Conditions Precedent............................. 41

Section 8.  Representations and Warranties.............................. 41
         8.01  Corporate Existence...................................... 41
         8.02  Financial Condition...................................... 42
         8.03  Litigation............................................... 42
         8.04  No Breach................................................ 42
         8.05  Action................................................... 43
         8.06  Approvals................................................ 43
         8.07  Use of Credit............................................ 43
         8.08  ERISA.................................................... 43
         8.09  Taxes.................................................... 43
         8.10  Investment Company Act................................... 44
         8.11  Public Utility Holding Company Act....................... 44
         8.12  Material Agreements and Liens............................ 44
         8.13  Compliance with Laws..................................... 44
         8.14  Capitalization........................................... 45
         8.15  Subsidiaries, Etc........................................ 45
         8.16  Title to Assets.......................................... 46
         8.17  True and Complete Disclosure............................. 46
         8.18  Project Agreements; Completion........................... 46
         8.19  Special Purpose Company.................................. 47
         8.20  Registration Statement................................... 47
         8.21  SBM...................................................... 47
         8.22  Use of Proceeds.......................................... 47

Section 9.  Covenants of the Obligors................................... 47
         9.01  Financial Statements Etc................................. 48
         9.02  Litigation............................................... 51
         9.03  Existence, Etc........................................... 51
         9.04  Insurance................................................ 51
         9.05  Prohibition of Fundamental Changes....................... 52
         9.06  Limitation on Liens...................................... 52
         9.07  Indebtedness............................................. 55

 

                                      (ii)


<PAGE>   4


                                                                           Page

         9.08  Investments................................................. 56
         9.09  Restricted Payments......................................... 56
         9.10  Interest Coverage Ratio..................................... 57
         9.11  Maintenance of Corporate Separateness....................... 57
         9.12  Lines of Business; Etc...................................... 57
         9.13  Transactions with Affiliates................................ 57
         9.14  Certain Obligations Respecting Subsidiaries................. 57
         9.15  Limitation on Sale and Leaseback Transactions and 
               Production Payments......................................... 58
         9.16  Project Agreements.......................................... 58
         9.17  Affiliate Subordinated Indebtedness......................... 59
         9.18  Defaults Under Gas Sales and Certain Actions of Thai 
               Government Authorities...................................... 59
         9.19  Additional Subsidiary Guarantors............................ 59
Section 10.  Events of Default............................................. 59

Section 11.  The Administrative Agent...................................... 63
         11.01  Appointment, Powers and Immunities......................... 63
         11.02  Reliance by Administrative Agent........................... 64
         11.03  Defaults................................................... 64
         11.04  Rights as a Lender......................................... 64
         11.05  Indemnification............................................ 65
         11.06  Non-Reliance on Administrative Agent and Other Lenders..... 65
         11.07  Failure to Act............................................. 66
         11.08  Resignation or Removal of Administrative Agent............. 66
         11.09  Consents under Other Basic Documents....................... 66

Section 12.  Miscellaneous................................................. 67
         12.01  Waiver..................................................... 67
         12.02  Notices.................................................... 67
         12.03  Expenses, Etc.............................................. 67
         12.04  Amendments, Etc............................................ 68
         12.05  Successors and Assigns..................................... 69
         12.06  Assignments and Participations............................. 69
         12.07  Survival................................................... 71
         12.08  Captions................................................... 71
         12.09  Counterparts............................................... 71
         12.10  Governing Law; Submission to Jurisdiction.................. 71
         12.11  Waiver of Jury Trial....................................... 73
         12.12  Treatment of Certain Information; Confidentiality.......... 73
         12.13  Appointment of the Borrower as Agent....................... 73
         12.14  Joint and Several Liability................................ 73
         12.15  Judgment Currency.......................................... 74



                                      (iii)


<PAGE>   5



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
SCHEDULE VIII     -        Exceptions to Statements in Registration Statement
SCHEDULE IX       -        Sale and Leaseback Transaction

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 New York
                                      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





                                      (iv)


<PAGE>   6






                  CREDIT AGREEMENT dated as of September 20, 1996, 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 has requested that the Lenders make loans to it
in an aggregate principal amount not exceeding $150,000,000 and the Lenders are
prepared to make such loans upon the terms and conditions hereof. Accordingly,
the parties hereto agree as follows:

                  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).



                                Credit Agreement


<PAGE>   7

                                      - 2 -




                  "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.

                  "Applicable Margin" shall mean: (a) with respect to Base Rate
Loans, 1/4% per annum, and (b) with respect to Eurodollar Loans, 1 3/4% per
annum; provided that, during any period that a Deficiency shall exist, the
"Applicable Margin" as set forth in (a) and (b) above shall be increased by an
additional 2% per annum.

                  "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 and the Pledge Agreements.

                  "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.

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




                                Credit Agreement


<PAGE>   8

                                      - 3 -



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.

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

                  "Closing Date" shall mean September 20, 1996.

                  "Co-Agents" shall mean Morgan Guaranty Trust Company of New 
York and Banque Paribas.

                  "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 $150,000,000.





                                Credit Agreement


<PAGE>   9

                                      - 4 -



                  "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.

                  "Completion" shall mean the successful completion of the 72
hour test referenced in Article 6.3(i) of the Gas Sales Agreement shall have
been acheived.

                  "Completion Date" shall mean the first date upon which
Completion shall have occurred.

                  "Commodity 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 the prices of hydrocarbons, either generally or under
specific circumstances.

                  "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 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.

                  "Crude Sales Agreement" shall mean an agreement between Thai
Romo and PTT for the purchase and sale of crude oil produced from the Project,
as the same shall be supplemented, modified and in effect from time to time.





                                Credit Agreement


<PAGE>   10

                                      - 5 -



                  "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 May 1, 1997; 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.

                  "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 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



                                Credit Agreement


<PAGE>   11

                                      - 6 -



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
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.

                  "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>   12


                                      - 7 -



                  "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.

                  "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.

                  "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



                                Credit Agreement


<PAGE>   13

                                      - 8 -



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 Commodity 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.

                  "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 and Co-Agents.

                  "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 payment of the Thai special remuneratory
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 (or if such date is prior to the first anniversary of the Completion Date,
the fiscal quarters of the Borrower and its Subsidiaries that have elapsed since
the Completion Date but in no event shall this ratio be calculated prior to the
fiscal quarter of the Borrower ending September 30, 1997), 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).

                  "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, third or sixth calendar month thereafter, as the Borrower




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<PAGE>   14


                                      - 9 -


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.

                  "IPO" shall mean the initial public offering of the Borrower's
common stock $.01 par value pursuant to the Registration Statement.

                  "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



                                Credit Agreement


<PAGE>   15

                                     - 10 -


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.

                  "Maersk" shall mean Maersk Oil (Thailand) Limited, a company
organized and existing 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; and




                                Credit Agreement


<PAGE>   16
                                     - 11 -



                  (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.

                  "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
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.



                                Credit Agreement

<PAGE>   17


                                     - 12 -




                  "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, 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.

                  "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>   18

                                     - 13 -



                  "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.

                  "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.





                                Credit Agreement

<PAGE>   19


                                     - 14 -



                  "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.

                  "Qualifying Shares" shall mean the shares of Thai Romo stock
held by PRRTHAI, Inc., THAIPRR, L.P., JAMTHAI, Inc., THAIJAM, L.P. and MOMTHAI,
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.

                  "Reference Lenders" shall mean Chase and NationsBank of 
Texas, N.A.

                  "Registration Statement" shall mean the Registration Statement
on Form S-1 filed by the Borrower with the Securities and Exchange Commission
(Registration Number 333-4122), as amended and in effect from time to time.

                  "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



                                Credit Agreement

<PAGE>   20


                                     - 15 -



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, 1997; 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;
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, including the
Crude Sales Agreement.

                  "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 
September 30, 1999.


 

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<PAGE>   21


                                     - 16 -



                  "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.

                  "Sophonpanich" shall mean (i) The Sophonpanich Co., Limited, a
limited liability company organized under the laws of the Kingdom of Thailand,
or (ii) Sophon Thai Gulf Limited, a limited liability company organized under
the laws of the Kingdom of Thailand, as successor in interest to Sophonpanich
Co., Limited, as the case may be.

                  "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 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.

                  "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.

                  "Wholly Owned Subsidiary" shall mean, with respect to any
Person, any corporation, partnership or other entity of which all of the equity
securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or

 

                                Credit Agreement

<PAGE>   22


                                     - 17 -



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.

                  (a) Borrowing Base Reports. The Borrower has heretofore
furnished to the Administrative Agent and the Lenders the Initial Reserve
Evaluation Report. On or before each Report Delivery Date, the Borrower shall
furnish to each Lender an updated Reserve Evaluation Report as provided in
Sections 9.01(h) and (i) hereof.

                  (b)  Borrowing Base.

                   (i) During the period commencing on the date hereof and
         ending on the date the first redetermination of the Borrowing Base
         becomes effective as provided in clause (ii) of this Section 1.04(b),
         the Borrowing Base shall be $60,000,000 which amount has been
         determined on the basis of the Initial Reserve Evaluation Report.

                  (ii) As promptly as practicable following the receipt of the
         Reserve Evaluation Report on each Report Delivery Date, the
         Administrative Agent (in consultation with the Lenders) shall (A)
         redetermine the Borrowing Base on the basis of such Reserve Evaluation
         Report in the manner provided in clause (iii) of this Section 1.04(b),
         (B) notify the Lenders of such redetermination and (C) if such
         redetermination is approved by the Required Lenders, notify the
         Borrower and the Lenders of the Borrowing Base as so redetermined;
         provided that the Agent shall notify the Borrower on or prior to each
         Determination Date as to whether or not the Required Lenders have
         redetermined the Borrowing Base. Such redetermined Borrowing Base 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 Administrative Agent to the Borrower and the
         Lenders) and shall remain effective until again redeter-


                                Credit Agreement

<PAGE>   23


                                     - 18 -



         mined pursuant to this Section 1.04. Each date on which a
         redetermination of the Borrowing Base becomes effective as provided in
         the preceding sentence is herein called a "Redetermination Date".

                 (iii) Each redetermination by the Administrative Agent of the
         Borrowing Base (and the Required 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 Required 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").

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

                  (c) Redetermination. If so requested by the Majority Lenders
or the Borrower at any time, the Administrative Agent shall, as promptly as
reasonably practicable after the receipt of such request, endeavor to
redetermine (in consultation with the Borrower and the Lenders) the Borrowing
Base as then in effect on the basis of the then most recent Reserve Evaluation
Report and any other Borrowing Base Assumptions that the Required Lenders deem
appropriate; provided that the Majority Lenders and the Borrower shall each only
be permitted to request one such Redetermination in any 12 month period.

                  (d) Determinations, Etc. All determinations and
redeterminations and adjustments of the Borrowing Base or any Borrowing Base
Assumption by the Administrative Agent or the Required Lenders provided 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 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 Borrowing Base
was determined and in accordance with then current standards and practices of
the Administrative Agent or the Required Lenders, as applicable, for similar oil
and gas credits in similar locations.

                  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.




                                Credit Agreement

<PAGE>   24


                                     - 19 -



                  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 Closing Date 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 determined pursuant to the immediately
preceding Reserve Evaluation Report; 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).

                  (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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                                     - 20 -



                  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 determined pursuant to the immediately preceding Reserve
Evaluation Report, in each case, for the period from and including the Closing
Date 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.

                  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.



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                                     - 21 -




                  (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) 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 equal monthly installments prior to the next Borrowing Base
redetermination, 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).

                  (b) 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



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                                     - 22 -



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, and the Borrowing Base 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 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.

                  (c) Application. Prepayments and reductions of Borrowing Base
described in the above clauses of this Section 2.09 shall be effected as
follows: the Borrowing Base 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, the Borrower shall prepay the Loans in an amount
equal to the Deficiency in accordance with Sections 2.09(a) and (b)).

                  2.10 Engineering and Administration Fee. The Borrower shall
pay to the Administrative Agent, for the Administrative Agent's account, an
engineering and administration fee in accordance with the Fee Letter dated as of
May 31, 1996 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 Agentfor account of each Lender interest on the unpaid 
principal amount of each Loan made by such



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                                     - 23 -



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

                  (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.

                  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




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                                     - 24 -



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 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.



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                                     - 25 -




                  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 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:

                                                            Number of
                                                             Business
                  Notice                                    Days Prior

         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

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



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                                     - 26 -



prepayment shall specify the Loans to be borrowed, Converted, Continued or
prepaid and the amount (subject to 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:

                   (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




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                                     - 27 -



                  (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.

                  (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.


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                                     - 28 -




                  (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.

                  (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, 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 (e) 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

 

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                                     - 29 -



         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 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



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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 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

                  (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



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         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).

                  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


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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.

                  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.

                  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



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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.

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).

 

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                  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
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.

                  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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                  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

                  (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.




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                  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.

                  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.

                  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




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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.

                  (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.

                  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




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                                     - 38 -



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 Closing Date.

                  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.

                  Section 7.  Conditions Precedent.

                  7.01 Initial Loan. The obligation of any Lender to make its
initial Loans hereunder is subject to the prior or simultaneous satisfaction of
the following conditions (i) such Loan shall be made on the Closing Date and
(ii) the Administrative Agent shall have received the following documents (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) a copy of the charter of each Obligor (other
                  than Thai Romo), certified as of a date reasonably close to
                  the Closing Date by the Secretary of State of Delaware, and a
                  certificate from such Secretary of State dated as of a date
                  reasonably close to the Closing Date 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
                  Closing Date and certifying (A) that attached thereto is a
                  true and complete copy of the by-laws of such Obligor as
                  amended and in effect at all times from the date on which the
                  resolutions referred



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                  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, (C)
                  that the charter documents of such Obligor have not been
                  amended since the date one day prior to the certification
                  thereto furnished pursuant to clause (i) above, and (D) as to
                  the incumbency and specimen signature of each officer of such
                  Obligor executing such of the Basic Documents to which such
                  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, dated the Closing Date, 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 Closing
                  Date, as to the good standing of, and authority to transact
                  business of each of the Obligors (other than Thai Romo); and

                            (v) copies, certified as of the Closing Date, of the
                  constitutive documents of Thai Romo and of all corporate
                  authority for Thai Romo (including, without limitation, board
                  of director resolutions and evidence of the incumbency,
                  including specimen signatures, of officers) 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, dated the Closing Date, 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
         Closing Date, of (i) Fulbright & Jaworski LLP, special New York counsel
         to the Obligors, substantially in the form of Exhibit C-1 hereto and
         covering such other matters as the 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).


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                                     - 40 -



                  (d) Opinions of Special New York Counsel to Chase. An opinion,
         dated the Closing Date, of Milbank, Tweed, Hadley & McCloy, 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.

                  (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 other than the Crude Sales Agreement, (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 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 a Senior Officer 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)  Reserve Evaluation Report.  The Initial Reserve 
         Evaluation Report in form and substance satisfactory to the 
         Administrative Agent.

                  (j) 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.


  

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                                     - 41 -



                  (k) 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.

                  (l) No Material Adverse Change. There shall have been no
         material adverse change since June 30, 1996 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 Thai Romo, respectively, to such effect.

                  (m)  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 Closing Date as
the Obligors shall have agreed to pay or deliver to any Lender or the
Administrative Agent in connection herewith, and with the negotiation,
preparation, execution and delivery of this Agreement and the other Basic
Documents and the making of the Loans hereunder (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 (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

   

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                                     - 42 -



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, 1996 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, 1995 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).

                  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.




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                  (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.

                  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
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




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                                     - 44 -



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 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




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                                     - 45 -



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 25,555,662 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.

                  (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.

                  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; RMEC and TRH do not
have any Subsidiaries other than Thai Romo; and Thai Romo has no Subsidiaries.

                  (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




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                                     - 46 -



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 Closing
Date, 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
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 Closing Date 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. Except for the Crude
Sales Agreement, 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 Closing Date and as of the Closing Date 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. None of the Obligors is aware of any
material matter or circumstance that is likely to




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prevent Completion of the Project by May 1, 1997. The Obligors reasonably
believe that the Net Available Proceeds from the IPO plus the amounts available
under this Agreement will be of a sufficient amount to achieve Completion.

                  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 and the Basic Documents and, other than the Project Agreements and
certain Commodity Hedging Agreements with the Administrative Agent, Thai Romo as
of the Closing Date 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.

                  8.20 Registration Statement. The Registration Statement was,
as of its date and is, as of the date of this Agreement, true and correct in all
material respects, and the Registration Statement did not, as of its date, omit
or fail to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they are made, not
misleading. Except as set forth in Schedule VIII, the Registration Statement is,
as of the Closing Date, true and correct in all material respects, and, as of
the Closing Date, except as set forth in Schedule VIII, the Registration
Statement does not omit or fail to state a material fact necessary in order to
make the statements made therein, in light of the circumstances under which they
are made, not materially misleading.

                  8.21 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.

                  8.22 Use of Proceeds. The Borrower will use the proceeds of
the Loans hereunder to fund Thai Romo's share of expenses of the Project through
Completion; provided that, prior to Completion, subject to the availability of
funds from equity capital and amounts available to be borrowed hereunder in
excess of those required for Completion, proceeds may be used for acquisitions,
exploration and development, in each case, of other areas within Block B8/32 (as
defined in the Concession Agreement). After Completion, proceeds of the Loans
will be used 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:



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                                     - 48 -




                  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;

                  (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



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         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):

                            (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;

                            (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;


 

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                  (f) not later than March 15 of each calendar year (commencing
         with the calendar year beginning January 1, 1997), 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, 1997), 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 delivered pursuant to Section 9.18(b) hereof);

                  (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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                  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

                  (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, against loss, damage and liability of the kinds and
in the amounts customarily maintained by such corporations.



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                  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.

                  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


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         ordinary conduct of the business of the Subsidiary Guarantors and any
         of their respective Subsidiaries;

                  (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;

                  (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



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         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;

                  (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 created in respect of the transaction described
         in the second sentence of 9.15(a) hereof; 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).




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                  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;

                  (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 Commodity 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;

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

                  (j)  Indebtedness incurred in respect of the transaction 
         described in the second sentence of 9.15(a) hereof; and


   


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                  (k) 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.

                  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);

                  (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; and

                  (i) 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




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the Lenders as provided herein) payment of any Indebtedness owed by such
Subsidiary Guarantor to the Borrower.

                  9.10 Interest Coverage Ratio. Following commencement of
production in the Tantawan Field, the Borrower will not permit the Interest
Coverage Ratio to be less than 3.0 to 1.0 as at the end of any fiscal quarter
ending on or after September 30, 1997.

                  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).

                  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.

                  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



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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)
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"). Notwithstanding the foregoing,
the Administrative Agent and the Lenders hereby consent to the contemplated sale
and leaseback transaction described in Schedule IX hereto. Upon the consummation
of such sale and leaseback transaction, the Administrative Agent shall
redetermine the Borrowing Base pursuant to the terms of Section 1.04 hereof;
provided such Redetermination shall not be considered a "request for
Redetermination" for purposes of Section 1.04(c) hereof.

                  (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.

                  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 (i) 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 and (ii) cause the Completion of the Project in
accordance with the terms of the 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.





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                  9.17 Affiliate 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 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

                           (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.

                  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;



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         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
         Commodity Hedging Agreement for a notional principal amount exceeding
         $1,000,000; or

                  (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) or 9.17 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

                  (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



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         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

                  (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 VII 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


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         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 (except the Crude Sales Agreement prior to the
         effectiveness thereof) shall cease to be in full force and effect in
         any material respect; or

                  (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)  Completion has not been achieved by May 1, 1997; or

                  (r)  Thai Romo fails to execute the Crude Sales Agreement on
         or before the date of first production in the Tantawan Field; or

                  (s) 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




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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 presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by the
Obligors; and (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.

                  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;

                  (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 or thereunder; and

                  (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



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         referred to or provided for herein or therein or in connection herewith
         or therewith, except for its own gross negligence or willful
         misconduct.

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).

                  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.

                  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



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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.

                  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.




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                  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.

                  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 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



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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.

                  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, 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;

 

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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 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



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Agreement 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 or (ix) waive any of the conditions precedent set forth in
Section 7 hereof; (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.

                  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;





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                  (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.

                  (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)




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                                     - 71 -



(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.

                  (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.

                  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

 

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<PAGE>   77


                                     - 72 -



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 (other than Thai Romo) 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
(other than Thai Romo) 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.

                  (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.


 

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<PAGE>   78


                                     - 73 -



                  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 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



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<PAGE>   79


                                     - 74 -



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 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.





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<PAGE>   80


                                     - 75 -



                  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:

               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




   


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<PAGE>   81


                                     - 76 -



              SUBSIDIARY GUARANTORS

                                           RUTHERFORD-MORAN EXPLORATION
                                           COMPANY


                                           By
                                           Title:

               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:

             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






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<PAGE>   82


                                     - 77 -



           THAI ROMO LIMITED


                                           By
                                           Title:

                 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


 

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                                     - 78 -




                                     LENDERS


Commitment                                    THE CHASE MANHATTAN BANK

$15,000,000

                                           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
                                          1 Chase Manhattan Plaza
                                          New York, New York 10081

                               Attention: Richard Betz
                                          Vice President

                                          Telecopier No.:   212-552-1687
                                          Telephone No.:   212-552-2680




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                                     - 79 -




Commitment                         BANQUE PARIBAS

$15,000,000

                                        By
                                        Title:


                                        By
                                        Title:

             Lending Office for all Loans:

                                        Banque Paribas
                                        1200 Smith, Suite 3100
                                        Houston, Texas 77002

                  Address for Notices:

                                        Banque Paribas
                                        1200 Smith, Suite 3100
                                        Houston, Texas 77002

                             Attention: Mark M. Green
                                        Vice President

                                        Telecopier No.:  713-659-6915
                                        Telephone No.:  713-659-4811

   

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                                     - 80 -




Commitment                     MORGAN GUARANTY TRUST COMPANY
                                   OF NEW YORK
$15,000,000

                                         By
                                         Title:

                   Lending Office for all Loans:

                                             Morgan Guaranty Trust Company
                                                of New York
                                             60 Wall Street
                                             New York, New York 10260-0060

                       Address for Notices:

                                             Morgan Guaranty Trust Company
                                                of New York
                                             c/o J.P. Morgan Services Inc.
                                             500 Stanton Christiana Road
                                             Newark, DE 19713

                                 Attention:  Nancy Dunbar, Associate

                                             Telecopier No.:  302-634-1092
                                             Telephone No.:  302-634-4220

  

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                                     - 81 -




Commitment                            BANK OF AMERICA ILLINOIS

$15,000,000

                                          By
                                          Title:

                 Lending Office for all Loans:

                                              Bank of America Illinois
                                              231 South LaSalle Street
                                              Chicago, Illinois 60697

                          Address for Notices:

                                              Bank of America Illinois
                                              231 South LaSalle Street
                                              Chicago, Illinois 60697

                                   Attention: Ronald McKaig

                                              Telecopier No.:  312-987-5614
                                              Telephone No.:  312-828-1498



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                                     - 82 -




Commitment                            THE BANK OF NOVA SCOTIA

$15,000,000

                                             By
                                             Title:

                         Lending Office for all Loans:

                                                 The Bank of Nova Scotia
                                                 600 Peachtree Street, N.E.
                                                 Suite 2700
                                                 Atlanta, Georgia 30308

                              Address for Notices:

                                                 The Bank of Nova Scotia
                                                 600 Peachtree Street, N.E.
                                                 Suite 2700
                                                 Atlanta, Georgia 30308

                             Attention: Jefrey Jones

                                               Telecopier No.:   404-888-8998
                                               Telephone No.:   404-877-1549




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<PAGE>   88


                                     - 83 -




Commitment                         NATIONSBANK OF TEXAS, N.A.,
                                   (as Syndication Agent and as Lender)
$15,000,000

                                         By
                                         Title:

                     Lending Office for all Loans:

                                          NationsBank of Texas, N.A.
                                          90 Main Street, 14th Floor
                                          Dallas, Texas 75202

                     Address for Notices:

                                          NationsBank of Texas, N.A.
                                          90 Main Street, 14th Floor
                                          Dallas, Texas 75202

                              Attention:  Maurice Washington

                                          Telecopier No.:   214-508-0944
                                          Telephone No.:   214-508-0539



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<PAGE>   89


                                     - 84 -




Commitment                          THE FUJI BANK, LIMITED

$10,000,000

                                         By
                                         Title:

               Lending Office for all Loans:

                                               The Fuji Bank, Ltd.
                                               1 Houston Center
                                               1221 McKinney Street
                                                  Suite 4100
                                               Houston, Texas 77010

                        Address for Notices:

                                               The Fuji Bank, Ltd.
                                               1 Houston Center
                                               1221 McKinney Street
                                                   Suite 4100
                                               Houston, Texas 77010

                                    Attention: Frances Flores / Jenny Lin

                                               Telecopier No.:   713-759-0048
                                               Telephone No.:   713-650-7823 /
                                                                713-650-7821


                                Credit Agreement

<PAGE>   90


                                     - 85 -




Commitment                       DEN NORSKE BANK ASA

$10,000,000

                                       By
                                       Title:


                                        By
                                        Title:

                 Lending Office for all Loans:

                                              Den norske Bank ASA
                                              200 Park Avenue, 31st Floor
                                              New York, New York 10166-0396

                          Address for Notices:

                                              Den norske Bank ASA
                                              200 Park Avenue, 31st Floor
                                              New York, New York 10166-0396

                          Attention: Customer Services Department /
                                     Charles E. Hall, First Vice President

                                   Telecopier No.: 212-681-4123 / 713-757-1167
                                   Telephone No.:  212-681-3800 / 713-757-0083

                    With a copy to:

                                              Den norske Bank ASA
                                        Attn: Charles E. Hall
                                              First Vice President
                                              333 Clay Street, Suite 4890
                                              Houston, Texas 77002




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<PAGE>   91


                                     - 86 -




Commitment                          NATIONAL WESTMINSTER BANK PLC

$10,000,000

                                         By
                                         Title:

                  Lending Office for all Loans:

                                               National Westminister Bank Plc
                                               New York Branch
                                               175 Water Street
                                               New York, New York 10038

                          Address for Notices:

                                               National Westminister Bank Plc
                                                  New York Branch
                                               175 Water Street, 19th Floor
                                               New York, New York 10038

                                    Attention: Donna Weiss

                                               Telecopier No.:   212-602-4317
                                               Telephone No.:   212-602-4118

 

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                                     - 87 -




Commitment                          ROYAL BANK OF CANADA

$10,000,000

                                    By
                                    Title:

                 Lending Office for all Loans:

                                            Royal Bank of Canada
                                            One Financial Square
                                            New York, New York 10005-3531

                          Address for Notices:

                                            Royal Bank of Canada
                                            One Financial Square
                                            New York, New York 10005-3531

                                 Attention: Linda Smith

                                            Telecopier No.:   212-428-2372
                                            Telephone No.:   212-428-6323

                   Address for Credit Matters:

                                      Attn: G.J. Benard
                                            Royal Bank of Canada
                                            600 Wilshire Boulevard, Suite 800
                                            Los Angeles, California 90017
                                            Attention: G.J. Bernard
                                            Telephone No.:  213-955-5321
                                            Telecopier No.: 213-955-5350



 


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<PAGE>   93


                                     - 88 -




Commitment                           BARCLAYS BANK PLC

$10,000,000

                                      By
                                      Title:

                 Lending Office for all Loans:

                                               Barclays Bank PLC
                                               75 Wall Street, 11th Floor
                                               New York, New York 10265

                          Address for Notices:

                                               Barclays Bank PLC
                                               222 Broadway, 12th Floor
                                               New York, New York 10038

                                    Attention: Energy Group

                                               Telecopier No.:  212-412-7585
                                               Telephone No.:  212-412-1373




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<PAGE>   94


                                     - 89 -




Commitment                        BANK OF MONTREAL

$10,000,000

                                         By
                                         Title:

                  Lending Office for all Loans:

                                                 Bank of Montreal
                                                    Chicago Branch
                                                 115 S. LaSalle, Floor 11 West
                                                 Chicago, Illinois 60603

                          Address for Notices:

                                                 Bank of Montreal
                                                    Chicago Branch
                                                 115 S. LaSalle, Floor 11 West
                                                 Chicago, Illinois 60603

                                     Attention:  Farid Ali / Marlon Sesson

                                        Telecopier No.:  312-750-6061 / 4345
                                        Telephone No.:  312-750-3727 / 5947

 

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                                     - 90 -



                              Administrative Agent

                            THE CHASE MANHATTAN BANK,
                                                       as Administrative Agent


                                       By
                                       Title:

                             Address for Notices to
                         Chase as Administrative Agent:

                    Administrative Agent Bank Services Group
                              140 East 45th Street
                                   29th Floor
                            New York, New York 10017

                             Attention: Anne Hickey
                          Telecopier No.: 212-622-0002
                           Telephone No.: 212-622-8703

                                 with copies to:

                            The Chase Manhattan Bank
                             1 Chase Manhattan Plaza
                            New York, New York 10081

                             Attention: Richard Betz
                          Telecopier No.: 212-552-1687



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<PAGE>   96



                                  SCHEDULE I


                  Material Agreements, Liens and Interest Rate
                       and Commodity Hedging Arrangements

                      [Sections 8.12, 9.06(j) and 9.07(i)]


Part A - Material Agreements


Part B - Liens


Part C - Commodity Hedging Arrangements



 


                                   Schedule I



<PAGE>   97



                                   SCHEDULE II


                              Compliance with Laws

                                 [Section 8.13]



 

                                   Schedule II



<PAGE>   98



                                  SCHEDULE III


                          Subsidiaries and Investments

                                 [Section 8.15]


Part A



Part B





                                  Schedule III


<PAGE>   99



                                   SCHEDULE IV


                                   Litigation

                                 [Section 8.03]






                                   Schedule IV


<PAGE>   100



                                   SCHEDULE V

                                      Taxes

                                 [Section 8.09]





                                   Schedule V


<PAGE>   101



                                   SCHEDULE VI

                                 Capitalization

                                 [Section 8.14]




                                   Schedule VI


<PAGE>   102



                                  SCHEDULE VII

                               Project Agreements


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




                                  Schedule VIII


<PAGE>   103



                                  SCHEDULE VIII



               Exceptions to Statements in Registration Statement

                                 [Section 8.20]



                                  Schedule VIII


<PAGE>   104



                                   SCHEDULE IX



                         Sale and Leaseback Transaction

                                 [Section 9.15]

  

                                  Schedule VIII


<PAGE>   105







                                  Schedule VIII