CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 13, 1996

                                      AMONG

                            MONTEREY RESOURCES, INC.,

                           THE BANKS SIGNATORY HERETO

                                       AND

                            THE CHASE MANHATTAN BANK

                             AS ADMINISTRATIVE AGENT

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                                TABLE OF CONTENTS


Section 1.       DEFINITIONS AND ACCOUNTING MATTERS..........................1
         1.1.    CERTAIN DEFINED TERMS.......................................1
         1.2.    ACCOUNTING TERMS AND DETERMINATIONS........................25
         1.3.    TYPES OF LOANS.............................................26

Section 2.       COMMITMENTS................................................27
         2.1.    LOANS......................................................27
         2.2.    LETTERS OF CREDIT..........................................27
         2.3.    TERMINATIONS, REDUCTIONS AND CHANGES OF COMMITMENTS........30
         2.4.    FEES.......................................................30
         2.5.    AFFILIATES; LENDING OFFICES................................30
         2.6.    SEVERAL OBLIGATIONS........................................31
         2.7.    NOTES......................................................31
         2.8.    USE OF PROCEEDS............................................31

Section 3.       BORROWINGS AND PREPAYMENTS.................................31
         3.1.    BORROWINGS.................................................31
         3.2.    PREPAYMENTS................................................32

Section 4.       PAYMENTS OF PRINCIPAL AND INTEREST.........................32
         4.1.    REPAYMENT OF LOANS AND REIMBURSEMENT OBLIGATIONS...........32
         4.2.    INTEREST...................................................32
         4.3.    SELECTION OF INTEREST RATES................................33

Section 5.       PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC............34
         5.1.    PAYMENTS...................................................34
         5.2.    PRO RATA TREATMENT.........................................34
         5.3.    COMPUTATIONS...............................................35
         5.4.    MINIMUM AND MAXIMUM AMOUNTS................................35
         5.5.    CERTAIN ACTIONS, NOTICES, ETC..............................35
         5.6.    NON-RECEIPT OF FUNDS BY THE AGENT..........................37
         5.7.    SHARING OF PAYMENTS, ETC...................................37

Section 6.       YIELD PROTECTION AND ILLEGALITY............................38
         6.1.    ADDITIONAL COSTS...........................................38
         6.2.    LIMITATION ON TYPES OF LOANS...............................40

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         6.3.    ILLEGALITY.................................................40
         6.4.    SUBSTITUTE ALTERNATE BASE RATE LOANS.......................41
         6.5.    COMPENSATION...............................................42
         6.6.    ADDITIONAL COSTS IN RESPECT OF LETTERS OF CREDIT...........42
         6.7.    CAPITAL ADEQUACY...........................................44

Section 7.       CONDITIONS PRECEDENT.......................................45
         7.1.    INITIAL CONDITIONS PRECEDENT...............................45
         7.2.    ALL LOANS AND LETTERS OF CREDIT............................47
         7.3.    CONVERSIONS AND CONTINUATIONS OF EURODOLLAR LOANS..........48

Section 8.       REPRESENTATIONS AND WARRANTIES.............................48
         8.1.    CORPORATE EXISTENCE........................................48
         8.2.    INFORMATION................................................48
         8.3.    LITIGATION; COMPLIANCE.....................................50
         8.4.    NO BREACH..................................................50
         8.5.    NECESSARY ACTION...........................................50
         8.6.    APPROVALS..................................................50
         8.7.    REGULATIONS G, T, U AND X..................................51
         8.8.    ERISA......................................................51
         8.9.    TAXES......................................................51
         8.10.   SUBSIDIARIES...............................................51
         8.11.   INVESTMENT COMPANY ACT.....................................51
         8.12.   PUBLIC UTILITY HOLDING COMPANY ACT; FEDERAL POWER ACT......52
         8.13.   ENVIRONMENTAL MATTERS......................................52
         8.14.   TITLE......................................................52

Section 9.       COVENANTS..................................................53
         9.1.    FINANCIAL STATEMENTS AND CERTIFICATES......................53
         9.2.    INSPECTION OF PROPERTY.....................................57
         9.3.    COMPLIANCE WITH ENVIRONMENTAL LAWS.........................57
         9.4.    PAYMENT OF TAXES...........................................58
         9.5.    MAINTENANCE OF INSURANCE...................................58
         9.6.    RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS.............58
         9.7.    LIEN AND OTHER RESTRICTIONS................................60
         9.8.    ISSUANCE OF STOCK BY RESTRICTED SUBSIDIARIES...............67
         9.9.    CONSOLIDATED NET WORTH.....................................67
         9.10.   INTEREST COVERAGE..........................................67
         9.11.   TOTAL DEBT AND SPECIAL DEBT................................67

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Section 10.      DEFAULTS...................................................68
         10.1.   EVENTS OF DEFAULT..........................................68

Section 11.      THE AGENT..................................................71
         11.1.   APPOINTMENT, POWERS AND IMMUNITIES.........................71
         11.2.   RELIANCE BY AGENT..........................................72
         11.3.   DEFAULTS...................................................72
         11.4.   RIGHTS AS A BANK...........................................72
         11.5.   INDEMNIFICATION............................................73
         11.6.   NON-RELIANCE ON THE AGENT AND OTHER BANKS..................73
         11.7.   FAILURE TO ACT.............................................74
         11.8.   RESIGNATION OR REMOVAL OF THE AGENT........................74

Section 12.      MISCELLANEOUS..............................................74
         12.1.   WAIVER.....................................................74
         12.2.   NOTICES....................................................74
         12.3.   EXPENSES...................................................75
         12.4.   INDEMNIFICATION............................................75
         12.5.   AMENDMENTS, ETC............................................77
         12.6.   SUCCESSORS AND ASSIGNS.....................................77
         12.7.   SURVIVAL; TERMINATION; REINSTATEMENT.......................80
         12.8.   LIMITATION OF INTEREST.....................................81
         12.9.   CAPTIONS...................................................82
         12.10.  COUNTERPARTS...............................................82
         12.11.  GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF 
                 JURY TRIAL.................................................82
         12.12.  CONFIDENTIALITY............................................83
         12.13.  ENTIRE AGREEMENT...........................................83
         12.14.  BORROWING BY SFER..........................................84
         12.15.  CONSTRUCTION...............................................84
         12.16.  SEVERABILITY...............................................84
         12.17.  WAIVER.....................................................84


PRICING SCHEDULE

APPENDIX A

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EXHIBITS:

A - Form of Note
B - Form of Request for Extension of Credit 
C - Form of Assignment Agreement 
D - Form of Application
E - Form of Rate Designation Notice

SCHEDULES:

I   -    Restricted and Unrestricted Subsidiaries
II  -    Liens and Funded Debt
III -    Opinion of Andrews & Kurth L.L.P.
IV  -    Opinion of Terry L. Anderson
V   -    Subordination Provisions
VI   -   Jurisdictions for which Certificates are to be Provided

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                                CREDIT AGREEMENT


      This Credit Agreement (as amended, modified, supplemented or restated from
time to time, this "AGREEMENT") dated as of November 13, 1996, is by and among
MONTEREY RESOURCES, INC. (the "COMPANY"), a Delaware corporation; each of the
financial institutions which is or may from time to time become a party hereto
(individually a "BANK" and collectively the "BANKS"); and THE CHASE MANHATTAN
BANK ("CHASE"), a New York banking corporation, as Administrative Agent for the
Banks (in such capacity, together with any other Person who becomes the Agent
pursuant to SECTION 11.8, the "AGENT").

AGREEMENTS.

      The parties agree as follows:

      Section 1.  DEFINITIONS AND ACCOUNTING MATTERS.

      1.1. CERTAIN DEFINED TERMS. As used in this Agreement or the other Credit
Documents, the following terms shall have the following meanings:

      "ADDITIONAL COSTS" shall have the meaning ascribed to such term in SECTION
6.1.

      "ADJUSTED EBITDA" shall mean, for any period, EBITDA for such period minus
the aggregate of all Restricted Payments made by the Company and the Restricted
Subsidiaries in such period.

      "AFFILIATE" shall mean, as to any Person, any other Person which directly
or indirectly controls, or is under common control with, or is controlled by,
such Person; and with respect to an individual, "AFFILIATE" shall also mean any
individual related to such individual by blood or marriage. As used in this
definition, "CONTROLS", "CONTROLLED BY" and "UNDER COMMON CONTROL WITH" shall
mean the possession, directly or indirectly, of power to direct or cause the
direction of the management or policies (whether through ownership of securities
or partnership or other ownership interests, by contract or otherwise).

      "AGENT" shall have the meaning ascribed to such term in the introduction.

      "AGGREGATE COMMITMENT" shall mean the total of all Commitments of all
Banks.

      "AGREEMENT" shall have the meaning ascribed to such term in the
introduction.

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      "ALTERNATE BASE RATE" shall mean, for any day, a rate per annum (rounded
upwards, if necessary, to the next higher 1/100%) equal to the greater of (a)
the Prime Rate in effect on such day or (b) the Fed Funds Rate in effect for
such day plus 1/2%. Any change in the Alternate Base Rate due to a change in the
Fed Funds Rate or the Prime Rate shall be effective on the effective date of
such change in the Fed Funds Rate or the Prime Rate. If for any reason the Agent
shall have determined (which determination shall be conclusive absent manifest
error) that it is unable to ascertain the Fed Funds Rate for any reason,
including the inability or failure of the Agent to obtain sufficient bids or
publications in accordance with the terms hereof, the Alternate Base Rate shall
be the Prime Rate until the circumstances giving rise to such inability no
longer exist.

      "ALTERNATE BASE RATE LOANS" shall mean Loans which bear interest at a rate
based upon the Alternate Base Rate.

      "APPLICABLE ENVIRONMENTAL LAWS" shall mean all applicable environmental or
pollution-control Legal Requirements governing, without limitation, wastewater
effluent, solid and hazardous waste or substances, and air emissions, together
with any applicable requirements for conducting, on a timely basis, reporting,
record-keeping, periodic tests and monitoring for contamination of ground water,
surface water, air and land and for biological toxicity of the aforesaid,
including, without limitation, the Resource Conservation and Recovery Act of
1976, The Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (as amended by the Superfund Amendments and Reauthorization Act), the
Emergency Planning and Community Right-to-Know Act, the Toxic Substances Control
Act, the Solid Waste Disposal Act, the Safe Drinking Water Act, the Hazardous
Materials Transportation Act, the Clean Air Act, the Clean Water Act, the Oil
Pollution Act, and the Federal Insecticide, Fungicide and Rodenticide Act, in
each case as amended from time to time.

      "APPLICABLE LENDING OFFICE" shall mean, for each Bank and for each Type of
Loan, the lending office of such Bank (or of an Affiliate of such Bank)
designated for such Type of Loan below its name on the signature pages hereof or
such other office of such Bank (or of an Affiliate of such Bank) as such Bank
may from time to time specify to the Agent and the Company as the office by
which its Loans of such Type are to be made and/or issued and maintained.

      "APPLICABLE MARGIN" shall mean (a) on any day during any Margin Period,
with respect to any Eurodollar Loan, the percent per annum determined for each
day during such Margin Period according to the Pricing Schedule; (b) on any day
during any Margin Period, with respect to any Letter of Credit, the percent per
annum determined for each day during such Margin Period according to the Pricing
Schedule; and (c) if no Margin Period is in effect, the rate determined from
time to time according to SECTION 4.3(B).

      "APPLICATION" shall mean an application for a letter of credit
substantially in the form of EXHIBIT D.

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      "ASSIGNMENT AGREEMENT" shall mean an Assignment and Acceptance Agreement
substantially in the form of EXHIBIT C.

      "ATTRIBUTABLE DEBT" shall mean the lesser of (a) the fair market value of
the assets sold pursuant to any Sale and Leaseback Transaction (which
determination shall be based upon a written opinion (the cost of which shall be
borne exclusively by the Company) as to valuation from an independent valuation
expert selected by the Company) or (b) the present value (discounted according
to GAAP at the interest rate implicit in the lease) of the obligations of the
lessee for rental payments during the term of any lease constituting a part of
such Sale and Leaseback Transaction; PROVIDED, that no Attributable Debt will be
assigned to a Sale and Leaseback Transaction of the type described in SECTION
9.7(E)(2).

      "BANKS" shall have the meaning ascribed to such term in the introduction.

      "BOARD" shall mean the Board of Governors of the Federal Reserve System of
the United States or any entity succeeding to all or part of its functions.

      "BUSINESS DAY" shall mean any day other than a day on which commercial
banks are authorized or required to close in New York, New York, and where such
term is used in the definition of "QUARTERLY DATE" or, if such day relates to a
borrowing of, a payment or prepayment of principal of or interest on, or an
Interest Period for, a Eurodollar Loan or a notice by the Company with respect
to any such borrowing, payment, prepayment or Interest Period, which is also a
day on which dealings in Dollar deposits are carried out in the relevant
Eurodollar interbank market.

      "BUSINESS ENTITY" shall mean a corporation, partnership, limited
partnership, limited liability company, joint stock association, business trust
or other separate business entity.

      "CAPITAL GAINS" shall mean gains (net of expenses and income taxes
applicable thereto) in excess of losses resulting from the sale, conversion or
other disposition of capital assets (I.E., assets other than current assets).

      "CAPITALIZED LEASE OBLIGATION" shall mean any rental obligation which,
under GAAP, is or will be required to be capitalized on the books of the Company
or any Restricted Subsidiary, taken at the amount thereof accounted for as
indebtedness (net of interest expense) in accordance with GAAP.

      "CHANGE OF CONTROL" shall mean any change so that any Person (or any
Persons acting together which would constitute a Group), together with any
Affiliates or Related Persons thereof, other than Permitted Holders, shall at
any time either (1) Beneficially Own more than 50% of the aggregate voting power
of all classes of Voting Stock of the Company or (2) succeed in having

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sufficient of its or their nominees elected to the Board of Directors of the
Company such that such nominees, when added to any existing director remaining
on the Board of Directors of the Company after such election who is an Affiliate
or Related Person of such Person or Group, shall constitute a majority of the
Board of Directors of the Company. As used herein (a) "BENEFICIALLY OWN" shall
mean beneficially own as defined in Rule 13d-3 of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), or any successor provision thereto; (b)
"GROUP" shall mean a "group" for purposes of Section 13(d) of the Exchange Act;
(c) "RELATED PERSON" of any Person shall mean any other Person owning (1) 5% or
more of the outstanding common stock of such Person or (2) 5% or more of the
Voting Stock of such Person, and (d) "VOTING STOCK" of any Person shall mean
capital stock of such Person which ordinarily has voting power for the election
of directors (or persons performing similar functions) of such Person, whether
at all times or only so long as no senior class of securities has such voting
power by reason of any contingency.

      "CHASE" shall have the meaning ascribed to such term in the introduction.

      "CODE" shall mean the Internal Revenue Code of 1986, as amended, or any
successor statute, together with all publicly available written regulations,
rulings and interpretations thereof or thereunder by the Internal Revenue
Service or any entity succeeding to all or part of its functions.

      "COMBINED GROUP" shall mean the Company and the Restricted Subsidiaries.

      "COMMITMENT" shall mean, as to any Bank, the obligation, if any, of such
Bank to extend credit to the Company in the form of Loans and Letter of Credit
Liabilities in an aggregate principal amount at any one time outstanding up to
but not exceeding the amount set forth opposite such Bank's name on the
signature pages hereof under the caption "Commitment" or in its Assignment
Agreement (as the same may be reduced from time to time or terminated pursuant
to SECTION 2.3 or modified pursuant to SECTION 12.6).

      "COMMITMENT FEE" shall have the meaning ascribed to such term in SECTION
2.4.

      "COMMITMENT PERCENTAGE" shall mean, as to any Bank at any time, the
percentage equivalent of a fraction, the numerator of which is such Bank's
Commitment at such time and the denominator of which is the Aggregate Commitment
at such time.

      "COMPANY" shall have the meaning ascribed to such term in the
introduction.

      "CONSENT SOLICITATION" shall mean the solicitation from the holders of
SFER's 11% Senior Subordinated Debentures due 2004 of consent to waivers of
certain provisions of the Indenture pursuant to which such Debentures were
issued in order to permit certain of the Other Transactions.

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      "CONSOLIDATED NET EARNINGS" shall mean consolidated gross revenues
(including Capital Gains) of the Company and the Restricted Subsidiaries less
all operating and non-operating expenses of the Company and the Restricted
Subsidiaries including all charges of a proper character (including current and
deferred taxes on income, provision for taxes on unremitted foreign earnings
which are included in gross revenues, and current additions to reserves), but
not including in gross revenues any gains resulting from write-up of assets, any
equity of the Company or any Restricted Subsidiary in the unremitted earnings of
any Person which is not a Restricted Subsidiary, any earnings of any Person
acquired by the Company or any Restricted Subsidiary through purchase, merger or
consolidation or otherwise for any year prior to the year of acquisition, or any
deferred credit representing the excess of equity in any Restricted Subsidiary
at the date of acquisition over the cost of the investment in such Restricted
Subsidiary; all determined in accordance with GAAP.

      "CONSOLIDATED NET EARNINGS AVAILABLE FOR RESTRICTED PAYMENTS AND
RESTRICTED INVESTMENTS" shall have the meaning ascribed to such term in SECTION
9.6.

      "CONSOLIDATED NET TANGIBLE ASSETS" shall mean (a) for any calculation as
of the fiscal quarter ending September 30, 1996, $404,300,000 and (b) for all
other determinations, the aggregate net tangible assets of the Company and the
Restricted Subsidiaries, determined as follows:

      (a) The aggregate gross book value of all the assets of the Company and
the Restricted Subsidiaries, both real and personal, shall be computed,
EXCLUDING, however, the following items:

            (1) all franchises, licenses, permits, patents, patent applications,
copyrights, trademarks, trade names, goodwill, experimental or organizational
expense, unamortized debt discount and expense, and all other assets which under
GAAP are deemed intangible;

            (2) any reacquired shares or reacquired Debt of the Company or the
Restricted Subsidiaries;

            (3) any write-up of assets made by SFER, any Subsidiary of SFER, the
Company or any Restricted Subsidiary of the Company after December 31, 1989;

            (4) 50% of the value of all assets of the Company and the Restricted
Subsidiaries which are located outside the United States of America and Canada
and not freely returnable to the United States of America or Canada, including
any notes or accounts receivable from any debtor having any substantial part of
its business, operations or properties located outside the United States of
America and Canada, except notes or accounts receivable from such a debtor which
arose in the ordinary course of business of the Company or any Restricted
Subsidiary, as the case may be, to which such notes or accounts receivable are
payable and which 

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otherwise constitute current assets, but only to the extent of an amount of
dollars readily realizable from such notes or accounts receivable by liquidation
either directly or through a currency freely convertible into dollars; and

            (5) all Restricted Investments of the Company and the Restricted
Subsidiaries.

      (b) From the gross book value of the tangible assets of the Company and
the Restricted Subsidiaries, determined as provided in the preceding CLAUSE (A),
there shall be deducted the following items:

            (1) all reserves for depreciation, depletion, obsolescence and
amortization of the assets of the Company and the Restricted Subsidiaries (other
than assets excluded as provided in the preceding CLAUSE (A)), all proper
reserves (other than reserves for deferred taxes and general contingency
reserves and other reserves representing mere appropriations of surplus) which
in accordance with GAAP should be set aside in connection with the business
conducted by them;

            (2) all Current Debt of the Company and the Restricted Subsidiaries;
and

            (3) all other liabilities of the Company and the Restricted
Subsidiaries, including the reduction in equity attributable to minority
interests but excluding deferred taxes, Funded Debt of the Company and the
Restricted Subsidiaries, capital shares, surplus and general contingency
reserves and other reserves representing mere appropriations of surplus.

      (c) In the determination of Consolidated Net Tangible Assets, no amount
shall be included therein on account of any excess cost of acquisition of shares
of any Restricted Subsidiary over the net book value of the assets of such
Restricted Subsidiary attributable to such shares at the date of such
acquisition or on account of any excess of the net book value of the assets of
any Restricted Subsidiary attributable to any shares of such Restricted
Subsidiary at the date of acquisition of such shares over the cost of
acquisition of such shares.

      "CONSOLIDATED NET WORTH" shall mean, at any date, the consolidated
stockholders' equity of the Company and the Restricted Subsidiaries, all
determined in accordance with GAAP, MINUS (to the extent included in the
calculation of consolidated shareholders' equity) the aggregate amount of
Investments in Unrestricted Subsidiaries (all determined in accordance with the
last sentence of the definition of "Investment").

      "CONTINUATION" shall have the meaning ascribed to such term in SECTION
4.3.

      "CONVERSION" shall have the meaning ascribed to such term in SECTION 4.3.

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      "CONVEYANCE AND CONTRIBUTION AGREEMENT" shall mean the Conveyance and
Contribution Agreement by and between SFER and the Company effective as of
November 1, 1996.

      "CORPORATE SERVICES AGREEMENT" shall mean the Corporate Services Agreement
by and between SFER and the Company dated as of the Date of Closing.

      "COVER" for Letter of Credit Liabilities shall be effected by paying to
the Agent immediately available funds in the amount of such Letter of Credit
Liabilities, such amount to be held by the Agent until such time as such Letter
of Credit Liabilities expire according to their terms or become Letter of Credit
Advances, whereupon the Agent may use such funds to repay such Letter of Credit
Advances.

      "CREDIT DOCUMENTS" shall mean this Agreement, the Notes, all Applications,
all Letters of Credit, the Notice of Entire Agreement, and all instruments,
certificates and agreements now or hereafter executed or delivered to the Agent
or any Bank pursuant to any of the foregoing.

      "CURRENT DEBT" shall mean any obligation for borrowed money (and any notes
payable and drafts accepted representing obligations for borrowed money) payable
on demand or within a period of one year from the date of the creation thereof
and any Guaranty with respect to Current Debt (of the kind otherwise described
in this definition) of another Person; PROVIDED that any obligation shall be
treated as Funded Debt, regardless of the preceding provisions of this
definition, if such obligation is renewable pursuant to the terms thereof or of
a revolving credit or similar agreement effective for more than one year after
the date of the creation of such obligation, or may be payable out of the
proceeds of a similar obligation pursuant to the terms of such obligation or of
any such agreement; PROVIDED, FURTHER, that Current Debt shall not include (a)
any obligation of the Company owing to a wholly-owned Restricted Subsidiary
which is subordinated to the Obligations upon the terms set forth on SCHEDULE V,
or (b) any obligation of a Restricted Subsidiary owing to the Company or one or
more other Restricted Subsidiaries.

      "DATE OF CLOSING" shall mean the date the Company receives the proceeds of
the IPO.

      "DEBT" shall mean Funded Debt and/or Current Debt, as the case may be.

      "DEFAULT" shall mean an Event of Default or an event, circumstance or
condition which with notice or lapse of time or both would, unless cured or
waived, become an Event of Default.

      "EBITDA" shall mean for any period Consolidated Net Earnings for such
period (calculated, for purposes of this definition only, without taking into
account extraordinary items under GAAP or capital gains or capital losses), plus
the aggregate amounts deducted in deter mining Consolidated Net Earnings in
respect of (a) all provisions for any federal, state or other income taxes made
by the Company and the Restricted Subsidiaries during such period; (b) Fixed

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Charges of the Company and the Restricted Subsidiaries during such period; (c)
depreciation, depletion and amortization charges of the Company and the
Restricted Subsidiaries for such period, and (d) all other non-cash charges of
the Company and the Restricted Subsidiaries for such period, all determined in
accordance with GAAP; PROVIDED, HOWEVER, that EBITDA shall mean, for any
calculation, $25,900,000, $30,600,000, $37,400,000 and $33,800,000 for the
fiscal quarters ended December 31, 1995, March 31, 1996, June 30, 1996 and
September 30, 1996, respectively; PROVIDED FURTHER, that EBITDA for the fiscal
quarter ended December 31, 1996, shall be $15,800,000 plus EBITDA (determined in
accordance with the first clause of this sentence) for the two months ended
December 31, 1996.

      "ELIGIBLE ASSIGNEE" shall mean (a) a commercial bank organized or licensed
under the laws of the United States of America, or a state thereof, and having
total assets in excess of $1,000,000,000, (b) a commercial bank which is
organized under the laws of any other country which is a member of the OECD, or
a political subdivision of any such country, is licensed to maintain an office
in California or is licensed or authorized to maintain a state or federal branch
or agency in any state of the United States and having total assets in excess of
$1,000,000,000; provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country that also is
a member of the OECD, and (c) a finance company, insurance company or other
financial institution, acceptable to the Agent and the Company, which is
regularly engaged in making, purchasing or investing in loans, is exempted from
the restrictions of Section 1 of Article XV of the California Constitution
relating to the interest rates on loans, and has total assets in excess of
$1,000,000,000.

      "ENVIRONMENTAL CLAIM" shall mean any claim, demand, action, cause of
action, suit, judgment, Governmental or private investigation or proceeding
relating to remediation or compliance with Applicable Environmental Laws, or any
proceeding or lien, whether threatened, sought, brought or imposed, that seeks
to recover costs, damages, punitive damages, expenses, fines, criminal
liability, judgments, response costs, investigative and monitoring costs,
abatement costs, attorney's fees, expert's fees or consultant's fees, or seeks
to impose liability regarding the Company or any of its Subsidiaries, or any of
their sites or properties for violations of Applicable Environmental Laws or for
pollution, contamination, investigation, preservation, protection, remediation
or clean up of the air, surface water, ground water, soil or wetlands, or
otherwise in relation to the use, storage, generation, release, handling or
disposal of materials and substances that are regulated by or subject to
Applicable Environmental Laws.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor statute, and all rules, regulations
and interpretations by the Internal Revenue Service or the Department of Labor,
or any entity succeeding to all or part of their respective functions.

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      "ERISA AFFILIATE" shall mean any trade or business (whether or not
incorporated) which is a member of a group of which the Company is a member and
which is under common control with the Company within the meaning of the
regulations under Section 414 of the Code.

      "EURODOLLAR LOANS" shall mean Loans which bear interest at a rate based on
a rate referred to in the definition of "EURODOLLAR RATE".

      "EURODOLLAR RATE" shall mean, for any Interest Period for any Eurodollar
Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/100%)
determined by the Agent based upon rates quoted at approximately 10:00 a.m.
(local time in the relevant Eurodollar interbank market) (or as soon thereafter
as practicable) on the day two Business Days prior to the first day of such
Interest Period for the offering by Chase to leading dealers in such Eurodollar
interbank market of Dollar deposits for delivery on the first day of such
Interest Period, in immediately available funds and having a term comparable to
such Interest Period and in an amount comparable to the principal amount of the
respective Eurodollar Loan to which such Interest Period relates. Each
determination of the Eurodollar Rate shall be conclusive and binding, absent
manifest error, and may be computed using any reasonable averaging and
attribution method.

      "EVENT OF DEFAULT" shall have the meaning assigned to such term in SECTION
10.

      "FDIC" shall mean the Federal Deposit Insurance Corporation or any entity
succeeding to any or all of its functions.

      "FED FUNDS RATE" shall mean, for any day, the weighted average of the
rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) on the
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Agent from three
federal funds brokers of recognized standing selected by it.

      "FINANCIAL STATEMENT DELIVERY DATE" shall mean the date on which the
quarterly or annual financial statements of the Company are delivered pursuant
to SECTION 9.1(A) or SECTION 9.1(B), as the case may be.

      "FIXED CHARGES" shall mean (without duplication) for any period the sum of
interest expense in respect of all Total Debt of the Person for which the
determination is made, including imputed interest expense in respect of
Capitalized Lease Obligations; PROVIDED, HOWEVER, that Fixed Charges of the
Combined Group shall mean, for any calculation, $5,300,000 for each of the
fiscal quarters ended December 31, 1995, March 31, 1996, June 30, 1996 and
September 30, 1996; PROVIDED FURTHER, that Fixed Charges of the Combined Group
for the fiscal quarter ended

                                        9

<PAGE>

December 31, 1996, shall be $1,767,000 plus Fixed Charges of the Combined Group
(determined in accordance with the first clause of this sentence but excluding
any interest expense in respect of the Series E Notes and the Series F Notes and
any interest accrued on the Series G Notes prior to November 1, 1996) of the
Company and the Restricted Subsidiaries for the two months ended December 31,
1996.

      "FUNDED DEBT" shall mean and include, without duplication, any obligation
(including the current maturities thereof)

      (a) payable more than one year from the date of creation thereof (1) for
borrowed money; (2) evidenced by bonds, debentures, notes or reimbursement
obligations in respect of letters of credit or other similar instruments (other
than letters of credit and surety bonds relating to trade obligations incurred
in the ordinary course of business and includable, under GAAP, in current
liabilities on a balance sheet or in the notes relating thereto); (3) for the
payment of the deferred purchase price of property or services, except trade
accounts payable arising in the ordinary course of business; (4) constituting
Capitalized Lease Obligations; (5) in respect of production payments, proceeds
production payments or similar financing arrangements; (6) which is, under GAAP,
shown on a balance sheet (after giving effect, in the case of the balance sheet
of the Company or a Restricted Subsidiary, to the eliminating entries, if any,
for the Unrestricted Subsidiaries as a group) as long-term debt (excluding
provisions for deferred income taxes, unfunded pension obligations, unfunded
liabilities for other post-employment benefits and other reserves or provisions
to the extent that such reserves or provisions do not constitute an obligation),
or (7) for any item described in any of the foregoing CLAUSES (1) through (6)
which is secured by any Lien on property owned by the Company or any Restricted
Subsidiary, whether or not the obligations secured thereby shall have been
assumed by the Company or such Restricted Subsidiary; or

      (b) payable more than one year from the date of creation thereof, which
under GAAP is shown on the balance sheet as a long-term liability (EXCLUDING
provisions for deferred income taxes, unfunded pension obligations, unfunded
liabilities for other post-employment benefits and other reserves or provisions
to the extent that such reserves or provisions do not constitute an obligation);
or

      (c) constituting a Guaranty with respect to Funded Debt (of the kind
otherwise described in CLAUSE (A) or (B) of this definition) of another Person,
including any obligation by the Company or a Restricted Subsidiary for Funded
Debt of any other Person, regardless of the percentage of equity interest owned
therein by the Company or a Restricted Subsidiary, by virtue of its capacity as
a general partner of such other Person;

PROVIDED, HOWEVER, that Funded Debt shall not include (a) any obligation of the
Company owing to a wholly-owned Restricted Subsidiary which is subordinated to
the Obligations upon the terms

                                       10

<PAGE>

set forth on SCHEDULE V, or (b) any obligation of a Restricted Subsidiary owing
to the Company or one or more other Restricted Subsidiaries.

      "GAAP" shall mean, as to a particular Person, such accounting practice as,
in the opinion of the independent accountants of recognized national standing
regularly retained by such Person and acceptable to the Agent, conforms at the
time to generally accepted accounting principles, consistent with those applied
in the preparation of the financial statements referred to in SECTION 8.2(A)(1)
as at December 31, 1995, together with changes with which the Company's
independent auditors concur and which are noted in the financial statements
provided pursuant to SECTION 9.1(B).

      "GOVERNMENTAL AUTHORITY" shall mean any sovereign governmental authority,
the United States of America, any State of the United States and any political
subdivision of any of the foregoing, and any agency, instrumentality,
department, commission, board, bureau, central bank, authority, court or other
tribunal, in each case whether executive, legislative, judicial, regulatory or
administrative, having jurisdiction over the Company, any of the Company's
Subsidiaries, any of their respective property, the Agent or any Bank.

      "GUARANTY" shall mean and include, without limitation, any obligation of
the Company or a Restricted Subsidiary

      (a) constituting a guaranty, endorsement (other than an endorsement of a
negotiable instrument for collection in the ordinary course of business) or
other contingent liability (whether direct or indirect) in connection with the
obligations, stock or dividends of any Person (other than the Company or a
Restricted Subsidiary);

      (b) payable under any contract (other than the Spin-Off Tax
Indemnification Agreement and any other tax indemnification or tax sharing
agreement) providing for the making of loans, advances or capital contributions
to any Person (other than the Company or a Restricted Subsidiary), or for the
purchase of any property from any Person, in each case in order primarily to
enable such Person to maintain working capital, net worth or any other balance
sheet condition or to pay debts, dividends or expenses;

      (c) payable under any contract for the purchase of materials, supplies or
other property or services (OTHER THAN any natural gas transportation contract
or any electrical, water supply, steam purchase, natural gas purchase or other
utility supply contract) if such contract (or any related document) requires
that payment for such materials, supplies or other property or services shall be
made regardless of whether or not delivery of such materials, supplies or other
property or services is ever made or tendered; PROVIDED that the exceptions
contained in this CLAUSE (C) shall not apply to any contract for the purchase or
transportation of natural gas where payment is required regardless of whether
the delivery of such natural gas is ever made or tendered, unless

                                       11

<PAGE>

at the time such contract is entered into the aggregate of such payments under
such contract and all such existing contracts would not exceed $20,000,000 in
any calendar year based on existing rates and automatic escalations in such
rates under such contracts.

      (d) payable under any contract to rent or lease (as lessee) any real or
personal property (other than any oil and gas leases) if such contract (or any
related document) provides that the obligation to make payments thereunder is
absolute and unconditional under conditions not customarily found in commercial
leases then in general use or requires that the lessee purchase or otherwise
acquire securities or obligations of the lessor; or

      (e) payable under any other contract which, in economic effect, is
substantially equivalent to a guarantee for any payment or performance of an
obligation of a Person other than the Company or a Restricted Subsidiary.

      "HIGHEST LAWFUL RATE" shall mean, on any day, the maximum nonusurious rate
of interest permitted for that day by whichever of applicable federal or state
law permits the higher interest rate, stated as a rate per annum.

      "HYDROCARBONS" shall mean crude oil, condensate, natural gas, natural gas
liquids and associated substances.

      "INDEMNIFIED PERSON" shall mean the Agent (including the Agent in its
capacity as the Issuer), Chase, each of the Banks, each Affiliate of any such
Person, and their respective directors, officers, employees, agents and counsel.

      "INDEPENDENT ENGINEERING REPORT" shall mean a report prepared by an
Independent Petroleum Engineer which sets forth the gross and net volume of
Hydrocarbons projected to be produced from the Petroleum Properties, the Net
Proceeds of Production and the present net worth of the Net Proceeds of
Production, using assumptions provided by the Agent and the Required Banks
(through the Agent), in each case by calendar year, for the remaining economic
life of the Petroleum Properties. Each Independent Engineering Report shall also
contain a list of Petroleum Properties of the members of the Combined Group and
shall identify which of the Petroleum Properties covered thereby are "proved
developed producing", "proved developed non-producing" and "proved undeveloped"
(as defined in the "Definitions for Oil and Gas Reserves" as published by the
Society of Petroleum Engineers). Each such report shall be prepared in
accordance with established criteria generally accepted in the oil and gas
industry and standards customarily used by independent petroleum engineers well
regarded in the industry in making reserve determinations or appraisals, and
shall be based on such assumptions, estimates and projections as are fully
disclosed in such Independent Engineering Report.

                                       12

<PAGE>

      "INDEPENDENT PETROLEUM ENGINEER" shall mean Ryder Scott Company Petroleum
Engineers or another independent petroleum engineer retained by the Company
acceptable to the Required Banks.

      "INELIGIBLE SUBSIDIARY" shall mean each Subsidiary of SFER other than (a)
the Company, (b) any wholly-owned Restricted Subsidiary of the Company and (c)
any other Restricted Subsidiary of the Company as long as no portion of the
equity interest in such Restricted Subsidiary is owned by SFER or any Affiliate
of SFER (except the Company or a wholly-owned Restricted Subsidiary of the
Company).

      "INTEREST PAYMENT DATE" shall mean with respect to any Eurodollar Loan or
Alternate Base Rate Loan, the last day of each Interest Period applicable
thereto; PROVIDED that in the case of a Eurodollar Loan with an Interest Period
of six months, the Interest Payment Dates shall be the days that would have been
the Interest Payment Dates for such Loan had two successive Interest Periods of
three months been applicable to such Loan.

      "INTEREST PERIOD" shall mean:

      (a) with respect to any Eurodollar Loan, the period commencing on (i) the
date such Loan is made or designated as, or the effective date of any Conversion
into, a Eurodollar Loan or (ii) in the case of a Continuation to a successive
Interest Period, the last day of the immediately preceding Interest Period, and
in each case ending on the numerically corresponding day in the first, second,
third or sixth calendar month thereafter, as the Company may select as provided
in SECTION 4.3, except that each such Interest Period which commences 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; and

      (b) with respect to any Alternate Base Rate Loan, the period commencing on
the date such Loan is made as, or converted into, an Alternate Base Rate Loan
and on each Quarterly Date thereafter and ending on each next succeeding
Quarterly Date or, if earlier, the date such Loan is converted into a Eurodollar
Loan;

PROVIDED that (x) each Interest Period which would otherwise end on a day which
is not a Business Day shall end on the next succeeding Business Day unless, with
respect to Eurodollar Loans only, such next succeeding Business Day falls in the
next calendar month, in which case such Interest Period shall end on the next
preceding Business Day; and (y) no Interest Period may be selected for any Loan
that ends later than the Termination Date. Interest shall accrue from and
including the first day of an Interest Period to but excluding the last day of
such Interest Period.

      "INVESTMENT" shall mean any purchase or other acquisition of the stock,
obligations or securities of, or any interest in, or any capital contribution,
loan or advance to, or any Guaranty

                                       13

<PAGE>

in respect of the obligations of any Person, but in any event shall include as
an investment in any Person the amount of all Debt owed to any member of the
Combined Group by such Person, and all accounts receivable from such Person
which are not current assets or did not arise from sales to such Person in the
ordinary course of business. As used herein, any capital contribution of assets
by the Company or any Restricted Subsidiary shall be valued at the book value of
such assets as reflected in the consolidated financial statements of the Company
and the Restricted Subsidiaries as at the end of the quarter ending immediately
prior to such contribution.

      "IPO" shall mean the registered initial public offering of shares of the
Company's common stock pursuant to the Prospectus and the prospectus for the
concurrent initial offering outside the United States of America of common stock
of the Company, par value $0.01 per share, resulting in gross proceeds to the
Company of at least $75,000,000.

      "ISSUER" shall mean the Agent in its capacity as the issuer of Letters of
Credit.

      "LEGAL REQUIREMENT" shall mean any applicable law, statute, ordinance,
decree, requirement, order, judgment, rule, regulation (or official
interpretation by any Governmental Authority of any of the foregoing) of, and
the terms of any license or permit issued by, any Governmental Authority, in
each case as now or hereafter in effect.

      "LETTER OF CREDIT" shall mean a letter of credit issued pursuant to
SECTION 2.2.

      "LETTER OF CREDIT ADVANCES" shall mean all sums which are from time to
time paid by the Agent pursuant to Letters of Credit, or any of them, together
with all other sums, fees, reimbursements or other obligations which are due to
the Agent pursuant to the Letters of Credit, or any of them.

      "LETTER OF CREDIT FEE" shall mean, with respect to any Letter of Credit, a
fee equal to, for each day during the term thereof, the product of (a) the
Applicable Margin for Letters of Credit in effect on such day multiplied by (b)
the amount available on such day for drawings under such Letter of Credit.

      "LETTER OF CREDIT LIABILITIES" shall mean, at any time, the sum of (a) the
aggregate undrawn amount of all Letters of Credit outstanding at such time plus
(b) the aggregate unpaid amount of all Letter of Credit Advances for which the
Agent shall not have been reimbursed and which remain unpaid at such time. .

      "LIEN" shall mean any mortgage, pledge, security interest, collateral
assignment, encumbrance, lien or charge of any kind (including any agreement to
give any of the foregoing) and shall include conditional sale and other title
retention agreements, leases intended as security,

                                       14

<PAGE>

and the filing of, or agreement to give, any financing statement under the
Uniform Commercial Code of any jurisdiction or any other type of preferential
arrangement.

      "LOAN" shall mean a loan made pursuant to SECTION 2.1(A).

      "MARGIN PERIOD" shall mean (a) the period commencing on the date of this
Agreement and ending on the earlier of (i) the first Financial Statement
Delivery Date and (ii) April 30, 1997, and (b) thereafter, each period beginning
on a Financial Statement Delivery Date and ending on the earlier of (x) the next
Financial Statement Delivery Date and (y) the date on which financial statements
are next required to be delivered pursuant to SECTION 9.1(A) OR (B).

      "MATERIAL ADVERSE CHANGE" shall mean an occurrence of whatever nature
(including any adverse determination in any litigation, arbitration or
governmental investigation or proceeding), which after taking into account
actual insurance coverage and effective indemnification with respect to such
occurrence, (a) has a material adverse effect on the financial condition,
business, operations or properties of the Company and its Subsidiaries taken as
a whole and (b) impairs in any material respect either (1) the ability of the
Company to perform any of its obligations under the Credit Documents or (2) the
ability of the Agent and the Banks to enforce any of such obligations or any of
their rights and remedies under or in connection with the Credit Documents.

      "MATURITY DATE" shall mean the earlier of (a) the date the principal
amount then outstanding of and accrued interest on the Loans, all Letter of
Credit Liabilities, all fees and all other amounts payable hereunder and under
the Notes become due and payable pursuant to SECTION 10.1 or (b) November 13,
2000.

      "MONTEREY ERISA INDEMNIFICATION AGREEMENT" shall mean the ERISA
Indemnification Agreement by and between SFER and the Company for the benefit of
the Company, its Subsidiaries and the Purchasers (as such term is defined
therein) dated as of the Date of Closing.

      "MOODY'S" shall mean Moody's Investors Service, Inc.

      "MOST RECENT ENGINEERING REPORT" shall mean, as of any date of
determination, the most recent Independent Engineering Report delivered pursuant
to SECTION 9.1 on or before such date.

      "NET PROCEEDS OF PRODUCTION" shall mean, for any period and for any
Person, (a) an amount of projected gross revenues received by or otherwise
credited to the account of such Person from the sale of Hydrocarbons produced
from the Petroleum Properties, subject to no entitlement of any other Person but
including appropriate adjustments for over- and under-produced status, during
such period as set forth in the Most Recent Engineering Report LESS (b) the
amount of projected royalties, overriding royalties, windfall profit,
production, ad valorem, severance and all other similar taxes, and operating and
capital expenditures required 

                                       15
<PAGE>
to be incurred during such period in order to generate such gross revenues (but
not including general and administrative expenses or principal and interest
payable with respect to Debt), as set forth in the Most Recent Engineering
Report.

      "NOTE AGREEMENT" shall mean the Note Agreement between the Company and the
institutional investors party thereto dated as of the Date of Closing, providing
for issuance by the Company of its 10.61% Senior Notes due March 31, 2005 in the
aggregate principal amount of up to $175,000,000 (the "SENIOR NOTES").

      "NOTES" shall mean the promissory notes of the Company evidencing the
Loans, substantially in the form of EXHIBIT A.

      "NOTICE OF ENTIRE AGREEMENT" shall mean that certain Notice of Entire
Agreement and Release of Claims of even date herewith between the Company and
the Agent.

      "OBLIGATIONS" shall mean, as at any date of determination thereof, the sum
of (a) the aggregate principal amount of Loans outstanding on such date PLUS (b)
the aggregate outstanding amount of all Letter of Credit Liabilities on such
date PLUS (c) all accrued and unpaid interest thereon PLUS (d) all fees and
other indebtedness of the Company to the Banks or the Agent in connection with
the Credit Documents on such date.

      "OECD" shall mean the Organization for Economic Cooperation and
Development (or any successor).

      "OFFICER'S CERTIFICATE" shall mean, in the case of the Company, any other
corporation or other business entity, a certificate signed in its name by its
Chief Executive Officer, President, any Vice President, Chief Financial Officer
or Treasurer.

      "OLINDA NOTES" shall mean the secured promissory note or notes in an
original aggregate principal amount of up to $8,500,000 which, under certain
circumstances, may be purchased by the Company from SFER pursuant to the
Conveyance and Contribution Agreement.

      "ORGANIZATIONAL DOCUMENTS" shall mean, with respect to a corporation, the
certificate of incorporation or articles of incorporation and bylaws of such
corporation; with respect to a partnership or a limited partnership, the
partnership agreement establishing such partnership; with respect to a limited
liability company, the regulations or limited liability company agreement; with
respect to a joint venture, the joint venture agreement establishing such joint
venture; and with respect to a trust, the instrument establishing such trust; in
each case including any and all modifications thereof as of the date of the
Credit Document referring to such Organizational Document.

                                       16

<PAGE>

      "ORIGINAL NOTE AGREEMENT" shall mean the Note Agreement by and between
SFER and the purchasers named therein, dated as of March 31, 1990, as amended by
that certain First Amendment to Note Agreement dated as of November 1, 1990,
that certain Second Amendment to Note Agreement dated as of September 1, 1991,
that certain Third Amendment to Note Agreement dated as of November 1, 1992, and
that certain Fourth Amendment to Note Agreement dated as of December 31, 1993.

      "ORIGINAL SPIN-OFF INDEMNIFICATION AGREEMENT" shall mean that certain
First Amended and Restated Spin-Off Tax Indemnification Agreement between Santa
Fe Pacific Corporation, a Delaware corporation, and SFER dated November 26,
1990.

      "OTHER TRANSACTIONS" shall mean (a) the creation of the Company, (b) the
transfer of the Western Assets to the Company and the assumption by the Company
of the Assumed Liabilities (as defined in the Conveyance and Contribution
Agreement) pursuant to the Conveyance and Contribution Agreement, (c) the
assumption of SFER's obligations under the Original Note Agreement, the Series E
Notes, the Series F Notes and the Series G Notes by the Company pursuant to the
Conveyance and Contribution Agreement, (d) the IPO and the use and proposed use
by the Company and SFER of proceeds thereof as described in the Prospectus, and
(e) the other transactions contemplated by the Conveyance and Contribution
Agreement, the Tender Offer, the Consent Solicitation, the Monterey ERISA
Indemnification Agreement, the Corporate Services Agreement, the Registration
Rights and Indemnification Agreement, the Spin-Off Tax Indemnification Agreement
and the Tax Allocation Agreement.

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

      "PERMITTED ENCUMBRANCES" shall mean:

      (a)   liens for taxes, assessments, levies or other governmental charges
            not yet due and delinquent, and for taxes, assessments, levies or
            other governmental charges already due, but the validity of which is
            being contested by the Company in good faith by appropriate
            proceedings diligently conducted for which reserves have been
            established in accordance with GAAP;

      (b)   materialmen's, mechanics', repairmen's, employees', operators',
            landlords' and other similar liens and charges incidental to the
            conduct of the Company's business or the ownership of its property
            which are not incurred in connection with the borrowing of money or
            the obtaining of advances or credit (other than advances or credit
            on open account, includable in current liabilities, for goods and
            services in the ordinary course of business and on terms and
            conditions which are customary in the oil, gas and mineral
            exploration and development business) or the

                                       17

<PAGE>

            guaranteeing of the obligations of another Person, and which do not
            in the aggregate materially detract from the value of the property
            covered thereby or materially impair the use thereof in the
            operation of the Company's business;

      (c)   royalties, overriding royalties, net profits interests, production
            payment interests, carried interests and other burdens on production
            of a scope and nature customary in the conduct of the Company's
            business;

      (d)   defects, imperfections and irregularities in title;

      (e)   liens, security interests, charges, claims and encumbrances that
            arise under operating agreements or pooling and unitization
            designations, declarations, orders and agreements and other similar
            agreements of a scope and nature customary in the oil and gas
            industry;

      (f)   the terms of operating agreements, assignments, farmout agreements,
            hydrocarbon sales, purchase, exchange and processing agreements,
            area-of-mutual-interest agreements, gas balancing and deferred
            production agreements, plant agreements, pipeline gathering and
            transportation agreements, injection, repressuring and recycling
            agreements, salt water or other disposal agreements, seismic or
            geophysical permits and agreements, and other contracts, division
            orders and agreements of a scope and nature customary in the oil and
            gas industry;

      (g)   the right of third parties under oil and gas leases to take
            production in kind;

      (h)   all liens, charges, claims, encumbrances, contracts and other
            matters consented to in writing from time to time by the Agent;

      (i)   all rights to consent by, required notices to, and filings with or
            other actions by governmental or tribal entities, if any, in
            connection with the change of ownership or control of an interest in
            federal, state, tribal or other domestic governmental oil and gas
            leases, if the same are customarily obtained after such change of
            ownership or control, but only insofar as such consents, notices,
            filings and other actions are obtained within the time required
            under applicable Legal Requirements;

      (j)   required third-party consents to assignments, to the extent they
            could not reasonably be expected, individually or in the aggregate,
            to have a Material Adverse Effect;

      (k)   liabilities for royalty suspense accounts, to the extent they could
            not reasonably be expected, individually or in the aggregate, to
            have a Material Adverse Effect; and

                                      18

<PAGE>

      (l)   easements, rights-of-way and the like, incidental to the conduct of
            the Company's business or the ownership of its property which are
            not incurred in connection with the borrowing of money or the
            obtaining of advances or credit (other than advances or credit on
            open account, includable in current liabilities, for goods and
            services in the ordinary course of business and on terms and
            conditions which are customary in the oil, gas and mineral
            exploration and development business) or the guaranteeing of the
            obligations of another Person, and which do not in the aggregate
            materially detract from the value of the property covered thereby or
            materially impair the use thereof in the operation of the Company's
            business;

PROVIDED that all Permitted Encumbrances shall not in the aggregate have a
Material Adverse Effect.

      "PERMITTED HOLDER" shall mean SFER and its Affiliates.

      "PERSON" shall mean any individual, Business Entity, voluntary
association, trust, unincorporated organization, Governmental Authority or other
form of entity. The term "Person" shall not, however, mean or include an
arrangement that is not a separate legal entity, such as the legal arrangement
between two or more parties owning interests in the same property or unit.

      "PETROLEUM PROPERTIES" shall mean all reserves of Hydrocarbons in place
which are (a) owned by a member of the Combined Group free and clear of all
Liens other than Permitted Encumbrances; (b) located onshore or offshore the
United States or Canada; (c) estimated to be recoverable with reasonable
certainty and are otherwise consistent with the "Definitions for Oil and Gas
Reserves" published by the Society of Petroleum Engineers and (d) covered in the
Most Recent Engineering Report.

      "PLAN" shall mean an employee benefit plan which is covered by ERISA which
is either (a) maintained by the Company or any ERISA Affiliate for employees of
the Company or such ERISA Affiliate or (b) a multiemployer plan as defined in
Section 4001(a)(3) of ERISA to which (i) the Company, (ii) any ERISA Affiliate
or (iii) any trade or business which was previously under common control with
the Company within the meaning of Section 414 of the Code (but only with respect
to such period of common control with the Company), has an obligation to make
contribu tions (or with respect to (iii) above, had an obligation to make
contributions during any portion of time that the limitations period under
Section 4301(f) of ERISA with respect to such obligation has not expired).

      "POST-DEFAULT RATE" shall mean a rate per annum on each day equal to the
lesser of (a) the sum of (i) 2% per annum PLUS (ii) the Alternate Base Rate as
in effect for that day or (b) the Highest Lawful Rate for that day.

                                       19

<PAGE>

      "PRICING SCHEDULE" shall mean the schedule of that name attached to this
Agreement. As used in the Pricing Schedule, "TOTAL DEBT" shall mean the Total
Debt of the Company and the Restricted Subsidiaries at the end of the fiscal
quarter of the Company then most recently ended, and "ADJUSTED EBITDA" shall
mean Adjusted EBITDA of the Company and the Restricted Subsidiaries for the four
fiscal quarters ending with that fiscal quarter.

      "PRIME RATE" shall mean, as of a particular date, the generally applicable
prime rate most recently determined by Chase. Without notice to the Company or
any other Person, the Prime Rate shall change automatically from time to time as
and in the amount by which said prime rate shall fluctuate. The prime rate is a
reference rate and may not necessarily represent the lowest or best rate
actually charged to any customer. Chase may make commercial loans or other loans
at rates of interest at, above or below the prime rate.

      "PRINCIPAL OFFICE" shall mean the principal banking office of the Agent,
presently located at 270 Park Avenue, New York, New York 10017.

      "PRODUCTION PAYMENT" shall mean that certain $30,000,000 production
payment reserved and retained by SFER from certain properties in the
Midway/Sunset Field pursuant to the Conveyance and Contribution Agreement, as
more particularly described in the Reservation of Production Payment set forth
as Exhibit I thereto.

      "PROPER FORM" shall mean in form and substance satisfactory to the Agent
in its discretion.

      "PROSPECTUS" shall mean the prospectus, dated as of November ___, 1996,
relating to the underwritten public offering by the Company of that portion of
the 7,900,000 shares (assuming that the underwriters' over-allotment options are
not exercised) of its common stock, par value $0.01 per share, being offered
domestically, in the form first filed by the Company with the Securities and
Exchange Commission pursuant to Rule 424(b) of the rules and regulations under
the Securities Act of 1933, as amended.

      "QUARTERLY DATES" shall mean the last day of each March, June, September
and December; PROVIDED that if any such date is not a Business Day, the relevant
Quarterly Date shall be the next succeeding Business Day.

      "RATE DESIGNATION NOTICE" shall mean (a) in the case of a new Loan, the
Request for Extension of Credit with respect to such Loan and (b) in the case of
Conversions and Continuations, a notice in the form of EXHIBIT E, executed by an
authorized officer of the Company.

                                      20

<PAGE>

      "REGISTRATION RIGHTS AND INDEMNIFICATION AGREEMENT" shall mean the
Registration Rights and Indemnification Agreement by and between SFER and the
Company dated as of the Date of Closing.

      "REGULATION D" shall mean Regulation D of the Board as the same may be
amended or supplemented from time to time and any successor or other regulation
relating to reserve requirements.

      "REGULATORY CHANGE" shall mean, with respect to any Bank, any change on or
after the date of this Agreement in any Legal Requirement (including Regulation
D) or the adoption or making on or after such date of any official
interpretation, directive or request applying to a class of banks including such
Bank under any Legal Requirement (whether or not having the force of law) by any
Governmental Authority charged with the interpretation or administration
thereof.

      "REIMBURSEMENT OBLIGATIONS" shall mean, as at any date, the obligations of
the Company then outstanding to reimburse the Agent for Letter of Credit
Advances.

      "REQUEST FOR EXTENSION OF CREDIT" shall mean a request for extension of
credit duly executed by the Chief Executive Officer, President, Chief Financial
Officer or Treasurer of the Company, or such other officer of the Company as its
Chief Financial Officer may from time to time designate in a writing delivered
to the Agent, appropriately completed and substantially in the form of EXHIBIT
B.

      "REQUIRED BANKS" shall mean, at any time that no Obligations are
outstanding, Banks having equal to or greater than 66-2/3% of the Aggregate
Commitment, and at any time that Obligations are outstanding, Banks holding
equal to or greater than 66-2/3% of the aggregate amount of such Obligations.

      "RESTRICTED INVESTMENT" shall mean any Investment other than:

      (a) Investments in the Company or a Restricted Subsidiary or in an entity
which immediately after or concurrently with such Investment will be a
Restricted Subsidiary;

      (b) readily marketable direct full faith and credit obligations of the
United States of America or any agency thereof or obligations unconditionally
guaranteed by the full faith and credit of the United States of America or any
agency thereof, due within three years of the making of the Investment;

      (c) readily marketable direct obligations of any State of the United
States of America or any political subdivision of any such State having a credit
rating of at least "Aa" by Moody's or "AA" by S&P, in each case due within three
years from the making of the Investment;

                                       21

<PAGE>

      (d) domestic and Eurodollar certificates of deposit and maturing within
one year from the making of the Investment issued by, deposits in, Eurodollar
deposits through, and banker's acceptances of, commercial banks incorporated
under the laws of the United States or any State thereof, Canada, Japan, the
United Kingdom, the Netherlands, France, Germany, Italy or Switzerland and
having combined capital, surplus and undivided profits of at least $100,000,000;

      (e) readily marketable commercial paper of any commercial bank or
corporation doing business and incorporated under the laws of the United States
of America or any State thereof having a credit rating of "A-1" from S&P or
"P-1" by Moody's, in each case due within 270 days after the making of the
Investment;

      (f) money market investment programs which primarily invest in the types
of Investments described in CLAUSES (B) through (E) above and which are
classified as a current asset in accordance with GAAP and which are administered
by broker-dealers acceptable to the Agent;

      (g) repurchase agreements with major dealers or banks, pursuant to which
physical delivery of the respective securities is required, except for
obligations of the U.S. Treasury to be delivered through the Federal Reserve
book entry system;

      (h) travel and other like advances to officers and employees of the
Company or a Restricted Subsidiary in the ordinary course of business;

      (i) prepayment of the Production Payment in accordance with SECTION 9.12;

      (j) prior to one year after the Date of Closing, the Olinda Notes;

      (k) Investments, if any, in SFER pursuant to the agreements specified in
SECTION 7.1(E);

      (l) prepayment of the Series E Notes and Series F Notes of SFER on the
Date of Closing;

      (m) the assumption by the Company on the Date of Closing of up to
$16,000,000 aggregate principal amount of borrowings by SFER under this
Agreement; or

      (n) Investments in any Person for the purpose of acquiring, participating
in, exploring, developing and/or operating interests or rights in oil and gas
properties, in an aggregate amount not to exceed at any one time outstanding
$25,000,000; and

      (k) Investments not described in CLAUSES (A) through (N) of this
definition in an aggregate outstanding amount not to exceed $10,000,000.

                                       22

<PAGE>

      "RESTRICTED SUBSIDIARY" shall mean each Subsidiary of the Company
designated as a Restricted Subsidiary on SCHEDULE I, as supplemented from time
to time by notice from the Company to the Agent, together with any Subsidiary of
the Company hereafter created or acquired and, at the time of creation or
acquisition, not designated by the Board of Directors of the Company as an
Unrestricted Subsidiary. Any Subsidiary of the Company designated as an
Unrestricted Subsidiary for purposes of this Agreement may thereafter be
designated a Restricted Subsidiary upon 30 days' prior written notice to the
Banks if, at the time of such designation and after giving effect thereto and to
the concurrent retirement of any Debt, (a) no Default shall have occurred and be
continuing; (b) such Subsidiary is organized under the laws of the United States
or any State thereof; and (c) 80% or more of each class of voting stock or other
equity interest outstanding of such Subsidiary is owned by the Company or a
wholly-owned Restricted Subsidiary.

      "SALE AND LEASEBACK TRANSACTION" shall mean any arrangement in which any
member of the Combined Group shall sell any building, equipment or surface real
property and thereafter enter into a lease as lessee of such building, equipment
or surface real property.

      "SENIOR NOTES" shall have the meaning ascribed to such term in the
definition of "Note Agreement".

      "SERIES E NOTES" shall mean the Series E 10.23% Senior Notes due March 31,
1997 of SFER in the principal amount of $35,000,000.

      "SERIES F NOTES" shall mean the Series F 10.27% Senior Notes due March 31,
1998 of SFER in the principal amount of $35,000,000.

      "SERIES G NOTES" shall mean the Series G 10.61% Senior Notes due March 31,
2005 of SFER in the principal amount of $175,000,000.

      "SFER" shall mean Santa Fe Energy Resources, Inc., a Delaware corporation.

      "S&P" shall mean Standard & Poor's Ratings Group.

      "SPECIAL DEBT" shall mean, at any time, the sum of (a) Attributable Debt
of the Company and the Restricted Subsidiaries outstanding at such time, (b) all
Debt of the Company and the Restricted Subsidiaries outstanding at such time
that is secured by a Lien permitted by SECTION 9.7(A)(11) on any property or
assets of the Company or any Restricted Subsidiary, and (c) all Debt of the
Restricted Subsidiaries (whether or not secured by any Lien) outstanding at such
time.

                                       23

<PAGE>

      "SPIN-OFF" shall mean the distribution, by dividend, exchange or
otherwise, of the shares of capital stock of the Company owned by SFER or its
Affiliates to SFER's security holders.

      "SPIN-OFF TAX INDEMNIFICATION AGREEMENT" shall mean the Agreement
Concerning Taxes and Tax Indemnification upon Spin Off by and between SFER and
the Company dated as of the Date of Closing.

      "STATUTORY RESERVES" shall mean a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the weighted average of the reserve percentages (including any
marginal, special, emergency, or supplemental reserves), expressed as a decimal,
actually required to be maintained by any Bank by the Board or any other
Governmental Authority to which any of the Banks is subject as required by
Regulation D during the applicable Interest Period for "eurocurrency
liabilities" (as such term is used in Regulation D) and any other reserves
actually required to be maintained by any Bank by reason of any Regulatory
Change against (a) any category of liabilities which includes deposits by
reference to which the Eurodollar Rate is to be determined as provided in the
definition of "Eurodollar Rate" or (b) any category of extensions of credit or
other assets which include Eurodollar Loans. Such reserve percentages shall
include, without limitation, those imposed under Regulation D. Statutory
Reserves shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage. Each determination of the Statutory Reserves
by the Agent shall be conclusive and binding, absent manifest error, and may be
made using any reasonable averaging and attribution method.

      "SUBSIDIARY" shall mean, with respect to any Person, any Business Entity
of which 50% or more of the capital stock or other indicia of equity rights is
at the time directly or indirectly legally or beneficially owned or controlled
by such Person or by one or more of its Affiliates.

      "TAX ALLOCATION AGREEMENT" shall mean the Agreement For The Allocation Of
The Consolidated Federal Income Tax Liability and State and Local Taxes Among
The Members Of The Santa Fe Energy Resources, Inc. Affiliated Group by and
between SFER and the members of the consolidated group of SFER identified
therein dated as of the Date of Closing.

      "TENDER OFFER" shall mean the offer, commenced on October 2, 1996, by SFER
to purchase up to 4,500,000 shares of SFER's Convertible Preferred Stock, Series
7%, at a price of $24.50, net to the seller in cash, which offer is contained in
an Offer to Purchase dated October 22, 1996, as set forth in the Form 13E-4
filed by SFER with the United States Securities and Exchange Commission, as the
same may be amended from time to time.

      "TERMINATION DATE" shall mean the earlier of (a) the Maturity Date and (b)
the date the Commitments are terminated pursuant to SECTION 2.3.

                                       24

<PAGE>

      "TOTAL DEBT" shall mean, as of any date and for any Person, without
duplication, (a) all obligations for borrowed money; (b) all obligations
evidenced by bonds, debentures, notes or other similar instruments; (c) all
obligations to pay the deferred purchase price of property or services, except
trade accounts payable arising in the ordinary course of business; (d) all
Capitalized Lease Obligations; (e) all obligations in respect of production
payments, proceeds production payments and similar financing arrangements; (f)
all reimbursement obligations with respect to letters of credit issued for the
account of such Person, including the Letter of Credit Liabilities; (g) all
obligations of the types described in CLAUSES (A) THROUGH (F) of this definition
(collectively, "ORDINARY DEBT") of another Person secured by a Lien on any
property of the Person as to which Total Debt is being determined, regardless of
whether such Ordinary Debt is assumed by such Person, and (h) all Ordinary Debt
of another Person guaranteed by such Person; PROVIDED, HOWEVER, that Total Debt
of the Combined Group shall not include (i) any obligation of the Company owing
to a wholly-owned Restricted Subsidiary which is subordinated to the Obligations
upon the terms set forth on SCHEDULE V, or (ii) any obligation of a Restricted
Subsidiary owing to the Company or one or more other Restricted Subsidiaries.

      "TYPE" shall have the meaning assigned to such term in SECTION 1.3.

      "UNFUNDED LIABILITIES" shall mean, with respect to any Plan, at any time,
the amount (if any) by which (a) the present value of all benefits under such
Plan exceeds (b) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such Plan
(in accordance with GAAP), but only to the extent that such excess represents a
potential liability of the Company or any ERISA Affiliate to the PBGC or a Plan
under Title IV of ERISA.

      "UNRESTRICTED SUBSIDIARY" shall mean each Subsidiary of the Company
designated as an Unrestricted Subsidiary on SCHEDULE I, as supplemented from
time to time by notice from the Company to the Agent, together with any
Subsidiary of the Company which is hereafter designated by the Board of
Directors of the Company as an Unrestricted Subsidiary. Any Subsidiary may be
designated an Unrestricted Subsidiary upon 30 days' prior written notice to the
Banks if, at the time of such designation and after giving effect thereto and to
the concurrent retirement of any Debt, (a) no Default shall have occurred and be
continuing, and (b) such Subsidiary does not own, directly or indirectly, any
Funded Debt or capital stock of the Company or a Restricted Subsidiary.

      "UNUSED COMMITMENT" shall mean, on any date, the difference of (a) the
Aggregate Commitment minus (b) the sum of (1) the aggregate outstanding
principal balance of the Notes plus (2) the aggregate outstanding principal
balance of the Letter of Credit Liabilities, all determined on such date.

                                       25

<PAGE>

      "WESTERN ASSETS" shall mean the "Subject Assets" as such term is defined
in the Conveyance and Contribution Agreement.

      1.2. ACCOUNTING TERMS AND DETERMINATIONS. Except where specifically
otherwise provided:

      (a) The symbol "$" and the word "dollars" shall mean lawful money of the
United States of America.

      (b) Any accounting term not otherwise defined shall have the meaning
ascribed to it under GAAP.

      (c) Unless otherwise expressly provided, any accounting concept and all
financial covenants shall be determined on a consolidated basis, and financial
measurements shall be computed without duplication.

      (d) Wherever the term "including" or any of its correlatives appears in
the Credit Documents, it shall be read as if it were written "including (by way
of example and without limiting the generality of the subject or concept
referred to)".

      (e) Wherever the word "herein" or "hereof" is used in any Credit Document,
it is a reference to that entire Credit Document and not just to the subdivision
of it in which the word is used.

      (f) References in any Credit Document to Section numbers are references to
the Sections of such Credit Document.

      (g) References in any Credit Document to Exhibits, Schedules, Annexes and
Appendices are to the Exhibits, Schedules, Annexes and Appendices to such Credit
Document, and they shall be deemed incorporated into such Credit Document by
reference.

      (h) Any term defined in the Credit Documents which refers to a particular
agreement, instrument or document shall also mean, refer to and include all
modifications, amendments, supplements, restatements, renewals, extensions and
substitutions of the same; PROVIDED that nothing in this subsection shall be
construed to authorize any such modification, amendment, supplement,
restatement, renewal, extension or substitution except as may be permitted by
other provisions of the Credit Documents.

      (i) All times of day used in the Credit Documents mean local time in New
York, New York.

                                       26

<PAGE>

      (j) Defined terms may be used in the singular or plural, as the context
requires.

      1.3. TYPES OF LOANS. Loans hereunder are distinguished by "Type". The
"Type" of a Loan refers to the determination whether such Loan is a Eurodollar
Loan or an Alternate Base Rate Loan.

      Section 2.  COMMITMENTS.

      2.1.  LOANS.

      (a) Each Bank severally agrees, subject to the terms and conditions of
this Agreement, from time to time on or after the date hereof and prior to the
Termination Date, to make Loans to the Company in an aggregate principal amount
at any one time outstanding up to but not exceeding (i) such Bank's Commitment
at such time MINUS (ii) such Bank's Commitment Percentage of all Letter of
Credit Liabilities at such time. Subject to the conditions precedent in this
Agreement, any Loan repaid prior to the Termination Date may be reborrowed prior
to the Termination Date pursuant to the terms of this Agreement; PROVIDED, that
any and all Loans shall be due and payable in full on the Maturity Date.

      (b) Notwithstanding anything in this Agreement to the contrary, (i) no
Bank shall be required to make Loans at any one time outstanding in an amount
which, together with such Bank's Commitment Percentage of outstanding Letter of
Credit Liabilities, shall exceed such Bank's Commitment, and (ii) if a Bank
fails to make a Loan as and when required hereunder and the Company subsequently
makes a repayment on the Notes, such repayment shall be split among the
non-defaulting Banks ratably in accordance with their respective Commitment
Percentages (computed without regard to the Commitment Percentage of the
defaulting Bank) until each Bank has its Commitment Percentage of all
outstanding Loans. Any balance of such repayment shall be divided among all
Banks in accordance with their respective Commitment Percentages.

      2.2.  LETTERS OF CREDIT.

      (a) Subject to the terms and conditions of this Agreement, the Company
shall have the right to utilize the Aggregate Commitment from time to time prior
to the Termination Date by obtaining the issuance by the Issuer of letters of
credit for the account of the Company in such amounts and in favor of such
beneficiaries as the Company from time to time shall request; PROVIDED, that in
no event shall the Issuer have any obligation to issue any Letter of Credit if
(1) the face amount of such Letter of Credit PLUS the other Letter of Credit
Liabilities at such time would exceed $15,000,000 (as adjusted downward from
time to time to the extent the Aggregate Commitment is reduced below $15,000,000
in accordance with SECTION 2.3), (2) the aggregate amount of Loans and Letter of
Credit Liabilities outstanding at such time would exceed the Aggregate
Commitment, (3) such Letter of Credit would have an expiry date later than the
earlier

                                      27

<PAGE>

of (x) one year from the date thereof or (y) the Termination Date, (4) such
Letter of Credit is not in Proper Form, (5) the Company has not executed and
delivered to the Issuer an Application and such other customary instruments and
agreements relating to such Letter of Credit as the Issuer shall have reasonably
requested, or (6) a Default has occurred and is continuing. The Company promises
to pay to the Agent for the account of each Bank, on demand, each Letter of
Credit Advance, together with interest thereon at (i) prior to the third
Business Day following each such Letter of Credit Advance, the Alternate Base
Rate, and (ii) on and after such third Business Day, the Post-Default Rate. All
rights, powers, benefits and privileges of this Agreement with respect to the
Notes, all security therefor and guaranties thereof and all restrictions,
provisions for repayment or acceleration and all other covenants, warranties,
representations and agreements contained in the Credit Documents with respect to
the Notes shall apply to each Letter of Credit Advance.

      Upon the date of the issuance of a Letter of Credit, the Issuer shall be
deemed, without further action by any party to this Agreement, to have sold to
each Bank, and each Bank shall be deemed, without further action by any party to
this Agreement, to have purchased from the Issuer, a participation, to the
extent of such Bank's Commitment Percentage, in such Letter of Credit and the
related Letter of Credit Liabilities. Any Letter of Credit with an expiry date
after the Termination Date shall be fully Covered or shall be backed by a letter
of credit in Proper Form issued by an issuer acceptable to the Issuer in its
sole discretion.

      (b) The following additional provisions shall apply to each Letter of
Credit:

            (1) The Company shall give the Agent at least three Business Days'
irrevocable prior notice (effective upon receipt) specifying the date such
Letter of Credit is to be issued, describing the proposed terms of such Letter
of Credit and the nature of the transaction proposed to be supported thereby,
and shall furnish such additional information regarding such transaction as the
Agent may request. Upon receipt of such notice the Agent shall promptly notify
each Bank of the contents thereof and of such Bank's Commitment Percentage of
the amount of such proposed Letter of Credit.

            (2) On each day during the period commencing with the issuance of
any Letter of Credit and until such Letter of Credit shall have expired or been
terminated, the Commitment of each Bank shall be deemed to be utilized for all
purposes of this Agreement in an amount equal to such Bank's Commitment
Percentage of the sum of (i) the undrawn amount of such Letter of Credit PLUS
(ii) the unpaid amount of all Letter of Credit Advances with respect to such
Letter of Credit.

            (3) Upon receipt from the beneficiary of any Letter of Credit of any
demand for payment thereunder, the Issuer shall promptly notify the Company and
each Bank as to the amount to be paid as a result of such demand and the payment
date. If at any time the Issuer shall have

                                       28

<PAGE>

made a payment to a beneficiary of a Letter of Credit in respect of a drawing or
in respect of an acceptance created in connection with a drawing under such
Letter of Credit, each Bank will pay to the Agent immediately upon demand by the
Agent at any time during the period commencing after such payment until
reimbursement thereof in full by the Company, an amount equal to such Bank's
Commitment Percentage of such payment, together with interest on such amount for
each day from the date of demand for such payment (or, if such demand is made
after 12:00 noon on such date, from the next succeeding Business Day) to the
date of payment by such Bank of such amount at a rate of interest per annum
equal to the Fed Funds Rate for such day.

            (4) The Company shall be irrevocably and unconditionally obligated
forthwith to reimburse the Issuer for the account of each Bank for any amount
paid by it upon any drawing under any Letter of Credit, without presentment,
demand, protest or other formalities of any kind, all of which are hereby
expressly WAIVED by the Company to the extent not prohibited by law. Such
reimbursement may, subject to satisfaction of the conditions in SECTION 7 and to
the existence of sufficient Aggregate Commitment (after adjustment in the same
to reflect the elimination of the corresponding Letter of Credit Liability) be
made by borrowing of Loans. The Issuer will pay to each Bank such Bank's
Commitment Percentage of all amounts received from the Company for application
in payment, in whole or in part, of the Reimbursement Obligation in respect of
any Letter of Credit, but only to the extent such Bank has made payment to the
Issuer in respect of such Letter of Credit pursuant to CLAUSE (3) above.
            (5) The Company will pay to the Agent at the Principal Office for
the account of each Bank the Letter of Credit Fee on such Bank's Commitment
Percentage of the amount available for drawings under each Letter of Credit, in
each case for the period from and including the date of issuance of each such
Letter of Credit to and including the date of expiration or termination thereof,
such Letter of Credit Fees to be paid in arrears on the Quarterly Dates and on
the Termination Date. The Agent will pay to each Bank, promptly after receiving
any payment in respect of Letter of Credit Fees referred to in this CLAUSE (5),
an amount equal to such Bank's Commitment Percentage of such Letter of Credit
Fee. The aggregate Letter of Credit Fee for any Letter of Credit is subject to a
minimum of $600 per annum.

            (6) The Company shall pay to the Agent for the account of the
Issuer, in arrears on each Quarterly Date and on the Termination Date, a
fronting fee for each Letter of Credit equal to 1/8 of 1% per annum times the
face amount of such Letter of Credit, in each case for the period from and
including the date of issuance of such Letter of Credit to and including the
date of expiration or termination thereof.

      (c) Each Letter of Credit shall be subject to the Uniform Customs and
Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500 (and any subsequent revision thereof approved by a
Congress of the International Chamber of Commerce) and, to the extent not
inconsistent therewith, the laws of the State of New York.

                                       29

<PAGE>

      (d) To the extent that any provision of any Application is contrary to or
inconsistent with the provisions of this Agreement, the provisions of this
Agreement shall control.

      2.3.  TERMINATIONS, REDUCTIONS AND CHANGES OF COMMITMENTS.

      (a) On the Termination Date, all Commitments shall be terminated in their
entirety.

      (b) The Company shall have the right to terminate or reduce the unused
portion of the Aggregate Commitment at any time or from time to time; PROVIDED
that (i) the Company shall give notice of each such termination or reduction to
the Agent as provided in SECTION 5.5; (ii) each such partial reduction shall be
in an integral multiple of $5,000,000, and (iii) the Company may not cause the
Aggregate Commitment to be less than the aggregate principal amount of the Loans
and Letter of Credit Liabilities then outstanding (after giving effect to any
concurrent repayment of the Loans and reduction of Letter of Credit
Liabilities).

      (c) No reduction in or termination of the Aggregate Commitment pursuant to
this SECTION 2.3 may be reinstated without the written approval of the Agent and
all Banks.

      2.4. FEES. In consideration of the Commitments, the Company shall pay to
the Agent for the account of each Bank in accordance with its Commitment
Percentage commitment fees (the "COMMITMENT FEES") (a) for each Margin Period
from the date of this Agreement to and including the date such Bank's Commitment
is terminated at a rate per annum for such Margin Period determined in
accordance with the Pricing Schedule and (b) if no Margin Period is in effect,
the rate set forth for commitment fees in Level IV of the Pricing Schedule. The
Commitment Fees shall be computed for each day and shall be based on such Bank's
Commitment Percentage of the Unused Commitment for such day. Accrued Commitment
Fees shall be due in arrears on the date of the initial Loans, within three days
after demand therefor on or about the Quarterly Dates, and within three days
after demand therefor on or about the Termination Date. Upon receipt, the Agent
shall disburse such fees to the Banks in accordance with their respective
Commitment Percentages. All past due Commitment Fees shall bear interest at the
Post-Default Rate.

      2.5.  AFFILIATES; LENDING OFFICES.

      (a) Any Bank may, if it so elects, fulfill its Commitment as to any
Eurodollar Loan by causing a branch, foreign or otherwise, or Affiliate of such
Bank to make such Loan and may transfer and carry such Loan at, to or for the
account of any branch office or Affiliate of such Bank; PROVIDED that in such
event, for the purposes of this Agreement, such Loan shall be deemed to have
been made by such Bank and the obligation of the Company to repay such Loan
shall nevertheless be to such Bank and shall be deemed to be held by such Bank,
to the extent of such Loan, for the account of such branch or Affiliate.

                                       30

<PAGE>

      (b) Notwithstanding any provision of this Agreement to the contrary, each
Bank shall be entitled to fund and maintain its funding of all or any part of
its Loans in any manner it sees fit, it being understood, however, that for the
purposes of this Agreement all determinations shall be made as if such Bank had
actually funded and maintained each Eurodollar Loan during each Interest Period
through the purchase of deposits having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the applicable Eurodollar
Rate for such Interest Period.

      2.6. SEVERAL OBLIGATIONS. The failure of any Bank to make any Loan to be
made by it on the date specified therefor shall not relieve any other Bank of
its obligation to make its Loan on such date, but neither the Agent nor any Bank
shall be responsible for the failure of any other Bank to make a Loan to be made
by such other Bank.

      2.7. NOTES. The Loans made by each Bank shall be evidenced by a single
Note of the Company in substantially the form of Exhibit A (each, together with
all renewals, extensions, modifications and replacements thereof and
substitutions therefor, a "NOTE") payable to the order of such Bank in a
principal amount equal to the Commitment of such Bank as originally in effect
and otherwise duly completed. Each Bank is hereby authorized by the Company to
endorse on the schedule (or a continuation thereof) attached to the Note of such
Bank, to the extent applicable, the date, amount and Type of each Loan made by
such Bank to the Company hereunder, and each Continuation thereof, each
Conversion of all or a portion thereof to another Type, the date and amount of
each payment or prepayment of principal thereof received by such Bank and, in
the case of Eurodollar Loans, the length of each Interest Period; PROVIDED that
any failure by such Bank to make any such endorsement shall not affect the
obligations of the Company under such Note or this Agreement in respect of such
Loan.

      2.8. USE OF PROCEEDS. The proceeds of the Loans shall be used and the
Letters of Credit shall be issued for working capital and for general corporate
purposes of the Company and may not be utilized (a) to pay dividends other than
usual dividends in the ordinary course of business or (b) for the buyout or
acquisition of any Person unless the board of directors of such Person has first
approved such buyout or acquisition.

      Section 3.  BORROWINGS AND PREPAYMENTS.

      3.1. BORROWINGS. The Company shall give the Agent notice of each borrowing
to be made under this Agreement as provided in SECTION 5.5. Each borrowing shall
be in an amount of $1,000,000 or any integral multiple thereof. Not later than
2:00 p.m. on the date specified for each such borrowing, each Bank shall make
available the amount of the Loan, if any, to be made by it on such date to the
Agent, at its Principal Office, in immediately available funds, for the account
of the Company. The amounts so received by the Agent shall, subject to the terms
and conditions of this Agreement, be made available to the Company by depositing
the same, in

                                       31

<PAGE>



immediately available funds, in an account designated by the Company and
maintained with the Agent at its Principal Office.

      3.2.  PREPAYMENTS.

      (a) OPTIONAL PREPAYMENTS. Except as provided in this SECTION 3.2 or in
SECTION 5 or 6, the Company shall have the right to prepay, on any Business Day,
in whole or in part, without the payment of any penalty or fee, Loans at any
time or from time to time; PROVIDED that the Company shall give the Agent notice
of each such prepayment as provided in SECTION 5.5. Eurodollar Loans may be
prepaid on the last day of an Interest Period applicable thereto and may not be
otherwise prepaid unless prepayment is accompanied by payment of all
compensation required by SECTION 6.5.

      (b) MANDATORY PREPAYMENTS. The Company shall from time to time on demand
by the Agent prepay the Loans or reduce Letter of Credit Liabilities in such
amounts as shall be necessary so that at all times the aggregate outstanding
principal amount of the Loans and Letter of Credit Liabilities shall not be in
excess of the Aggregate Commitment. Any such payment shall be allocated between
Loans and Letter of Credit Liabilities and, if to Letter of Credit Liabilities,
first to Reimbursement Obligations and then to other obligations as the Company
may elect.

      Section 4.  PAYMENTS OF PRINCIPAL AND INTEREST.

      4.1. REPAYMENT OF LOANS AND REIMBURSEMENT OBLIGATIONS. The Company will
pay to the Agent for the account of each Bank the principal of each Loan made by
such Bank on the Maturity Date and the amount of each Reimbursement Obligation
forthwith upon its incurrence. The amount of any Reimbursement Obligation may,
if the applicable conditions precedent specified in SECTION 7 (other than any
Default resulting solely from the nonpayment of such Reimbursement Obligation)
have been satisfied, be paid with the proceeds of Loans.

      4.2.  INTEREST.

      (a) Subject to SECTIONS 12.8 AND 4.3(B), the Company will pay to the Agent
for the account of each Bank interest on the unpaid principal amount of each
Loan made by such Bank for the period commencing on the date of such Loan to but
excluding the date such Loan shall be paid in full, at the lesser of (1) the
following rates per annum:

            (A) if such Loan is an Alternate Base Rate Loan, the Alternate Base
      Rate; or

            (B) if such Loan is a Eurodollar Loan, the applicable Eurodollar
      Rate PLUS the Applicable Margin for Eurodollar Loans;

                                       32

<PAGE>

or (2) the Highest Lawful Rate.

      4.3.  SELECTION OF INTEREST RATES.

      (a) Subject to SECTION 6 and SECTION 12.8, the Company shall have the
right, by giving a Rate Designation Notice to the Agent as provided in SECTION
5.5, to designate any Loan as a Loan of a particular Type, to convert (a
"CONVERSION") any Loan (in whole or in part) into a Loan of another Type or to
continue (a "CONTINUATION") any Loan (in whole or in part) as a Loan of the same
Type. The records of the Agent with respect to interest rate designations,
Interest Periods and the amount of Loans to which they are applicable shall be
binding and conclusive, absent manifest error. Loans shall be Alternate Base
Rate Loans except where the Company has complied with all requirements of this
Agreement for the designation, Conversion or Continuation of such Loan as a
Eurodollar Loan. Interest on the amount of each Loan shall accrue on the amount
of that Loan and from the date it is made. Any such notice of designation,
Conversion or Continuation shall specify the new Interest Period. In the event
the Company fails to so give such notice prior to the end of any Interest Period
for any Eurodollar Loan, such Loan shall become an Alternate Base Rate Loan on
the last day of such Interest Period. No more than 10 Eurodollar Interest
Periods shall be in effect at any time. Except as otherwise provided in this
Agreement, each such designation, Conversion or Continuation shall apply to all
Notes ratably in accordance with their respective principal balances. If any
Bank assigns an interest in its Note when any Eurodollar Loan is outstanding
with respect thereto, the assignee shall have its ratable interest in such
Eurodollar Loan.

      (b) Notwithstanding the foregoing but subject to SECTION 12.8, the Company
will pay to the Agent for the account of each Bank interest (i) except as
otherwise provided in CLAUSE (II) or CLAUSE (III) of this SECTION 4.3(B), at a
rate per annum 2% above the otherwise applicable rate on any principal of any
Loan made by such Bank, for the period commencing on the first day on which any
Event of Default exists and continuing through and including the date no Event
of Default exists and is continuing; (ii) at the rate provided in SECTION 2.2
for unpaid Letter of Credit Advances, and (iii) at the Post-Default Rate for any
other amount due under the Credit Documents which is not paid in full when due
(whether at stated maturity, by acceleration, or otherwise) (but, if such amount
is interest, only to the extent legally enforceable).

      (c) Accrued interest shall be due and payable on the applicable Interest
Payment Dates, except that (1) accrued interest pursuant to SECTION 4.3(B) shall
be due and payable from time to time on demand of the Agent or the Required
Banks (through the Agent), (2) accrued interest on any amount converted from one
Type of Loan to another Type of Loan shall be paid on the amount so converted at
the time of such Conversion, and (3) accrued interest on any Eurodollar Loan
paid or prepaid shall be due at the time of such payment or prepayment.

                                       33

<PAGE>

      Section 5.  PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS, ETC.

      5.1.  PAYMENTS.

      (a) Except to the extent otherwise provided in this Agreement, all
payments of principal of or interest on the Loans, of Reimbursement Obligations
and of other amounts to be made by the Company under the Credit Documents shall
be made in dollars, in immediately available funds, to the Agent at its
Principal Office (or in the case of a successor Agent, at the principal office
of such successor Agent in the United States), not later than 12:00 noon on the
date on which such payment shall become due, and each such payment made after
such time on such due date shall be deemed to have been made on the next
succeeding Business Day. The Agent or any Bank for whose account any such
payment is made, may (but shall not be obligated to) debit the amount of any
such payment which is not made by such time to any ordinary deposit account of
the Company with the Agent or such Bank, as the case may be.

      (b) The Company shall, at the time it makes each payment under this
Agreement or any other Credit Document, specify to the Agent the Loans or other
amounts payable by the Company to which such payment is to be applied (and in
the event that it fails so to specify, such payment shall be applied as the
Agent may designate to the Loans or other amounts then due and payable);
PROVIDED that if no Loans or other amounts are then due and payable or an Event
of Default has occurred and is continuing, the Agent may apply any payment to
the Obligations in such order as it may elect in its sole discretion, but
subject to the other terms and conditions of this Agreement, including SECTION
5.2. Each payment received by the Agent under this Agreement or any other Credit
Document for the account of a Bank shall be paid promptly to such Bank in
immediately available funds for the account of such Bank's Applicable Lending
Office.

      (c) If the due date of any payment under this Agreement or any other
Credit Document falls on a day which is not a Business Day, the due date for
such payment (except as otherwise provided in the definition of "Interest
Period") 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
at the rate in effect on such due date.

      5.2. PRO RATA TREATMENT. Except to the extent otherwise provided herein,
(a) each borrowing from the Banks hereunder, each payment of Commitment Fees and
other fees and each termination or reduction of the Aggregate Commitment under
SECTION 2.3 shall be made PRO RATA according to the Banks' respective Commitment
Percentages; (b) except as otherwise provided in this Agreement, each payment by
the Company of principal of or interest on Loans of a particular Type shall be
made to the Agent for the account of the Banks PRO RATA according to the Banks'
respective Commitment Percentages; and (c) the Banks (other than the Issuer)
shall purchase from

                                       34

<PAGE>

the Issuer participations in each Letter of Credit and its related Letter of
Credit Liabilities PRO RATA according to the Banks' respective Commitment
Percentages.

      5.3. COMPUTATIONS. Interest based on the Alternate Base Rate (to the
extent determined by reference to the Prime Rate), and fees hereunder, will be
computed on the basis of 365 (or 366) days and actual days elapsed (including
the first day but excluding the last day) occurring in the period for which
payable. All other interest and fees 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, unless the effect of so
computing shall be to cause the rate of interest to exceed the Highest Lawful
Rate (in which event interest and fees shall be calculated on the basis of the
actual number of days elapsed in a year composed of 365 or 366 days, as the case
may be).

      5.4. MINIMUM AND MAXIMUM AMOUNTS. Except for prepayments made pursuant to
SECTION 3.2(B), each borrowing and repayment of principal of Loans, each
optional partial prepayment and each designation, Continuation or Conversion of
Type shall be in an aggregate principal amount equal to $1,000,000 or an
integral multiple thereof (borrowings or prepayments of 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 and prepayments for
purposes of the foregoing, one for each Type or Interest Period), and each
termination or reduction of the Aggregate Commitment shall be in an aggregate
principal amount equal to $5,000,000 or an integral multiple thereof. Upon any
mandatory prepayment that would reduce Eurodollar Loans having the same Interest
Period to less than $1,000,000, such Eurodollar Loans shall automatically be
converted into Alternate Base Rate Loans. Each issuance of a Letter of Credit
shall be in a face amount of at least $25,000.

      5.5. CERTAIN ACTIONS, NOTICES, ETC. Notices to the Agent of any
termination or reduction of the Aggregate Commitment, of prepayments of Loans
and of the duration of Interest Periods, each Request for Extension of Credit
and each Rate Designation Notice shall be irrevocable and shall be effective
only if received by the Agent not later than 12:00 noon (1:00 p.m. in the case
of a Request for Extension of Credit or Rate Designation Notice related to a
Eurodollar Loan) on the day that is the applicable number of Business Days prior
to the date of the relevant termination, reduction, issuance, borrowing and/or
prepayment specified below:

                                       35

<PAGE>



                                               Number of Business
                                                   Days Prior
                                                     Notice
                                               ------------------

      Termination or reduction
      of Aggregate Commitment                          5

      Borrowing or prepayment
      of or Conversion into
      Alternate Base Rate Loans                     same day

      Borrowing or prepayment
      of or Conversion into or
      Continuation of Eurodollar
      Loans                                            3

      Issuance of Letter of Credit                     3

      Prepayments required
      pursuant to SECTION 3.2(B)                       1


Each such notice of reduction shall specify the amount TO which the Aggregate
Commitment is to be reduced. Each such notice of prepayment or Request for
Extension of Credit shall specify the amount and Type of such Loans to be
borrowed or prepaid (subject to SECTIONS 3.2 and 5.4), the date of borrowing or
prepayment (which shall be a Business Day) and, in the case of Eurodollar Loans,
the duration of the Interest Period therefor (subject to the definition of
"Interest Period"). Each Rate Designation Notice with respect to a Conversion of
a Loan (or portion thereof) shall specify the amount and Type of the Loan (or
portion thereof) being converted, the amount and Type of Loan into which such
Loan is being converted (subject to SECTION 5.4), the date for Conversion (which
shall be a Business Day) and, unless such Loan is being converted into an
Alternate Base Rate Loan, the duration (subject to the definition of "Interest
Period") of the Interest Period therefor which is to commence as of the last day
of the then current Interest Period therefor (or the date of Conversion, if such
Loan is being converted from an Alternate Base Rate Loan). Each Rate Designation
Notice with respect to a Continuation of a Loan (or portion thereof) as the same
Type of Loan shall specify the amount and Type of such Loan (or portion thereof)
being continued (subject to SECTION 5.4) and the duration (subject to the
definition of "Interest Period") of the Interest Period therefor which is to
commence as of the last day of the then current Interest Period therefor. The
Agent shall promptly notify the Banks of the contents of each such notice,
Request for Extension of Credit, or Rate Designation Notice. Notice of any
prepayment having been given, the principal amount specified in such notice,
together with interest thereon to the date of prepayment, shall be due and
payable on such prepayment date.

                                      36

<PAGE>

      5.6. NON-RECEIPT OF FUNDS BY THE AGENT. Unless the Agent shall have been
notified by a Bank prior to 2 p.m. on the date on which such Bank is to make
payment to the Agent of the proceeds of a Loan (or the payment of any amount by
such Bank to reimburse the Issuer for a drawing under any Letter of Credit) to
be made by it hereunder or by the Company prior to the date on which the Company
is to make a payment to the Agent for the account of the Agent, the Issuer or
one or more of the Banks, as the case may be (such Bank or the Company being
herein called the "PAYOR" and 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 Agent, the 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 on the date that such Required Payment is to be made. If the Payor is
the Company and the Company has not in fact made the Required Payment to the
Agent on or before such date, the Banks, ratably in proportion to their
respective Commitment Percentages, shall, on demand, repay to the Agent the
amount made available by the Agent, together with interest thereon from the date
such amount was so made available by the Agent until the date the Agent recovers
such amount at a rate per annum equal to the Fed Funds Rate for the first three
days after demand and thereafter at the Fed Funds Rate plus 2%. (If the Payor is
the Company, the provisions of SECTION 2.2(A) AND SECTION 4.3(B) shall also
apply.) If the Payor is a Bank and such Bank has not in fact made the Required
Payment to the Agent on or before such date, such Bank shall, on demand, pay to
the Agent the amount made available by the Agent on behalf of such Bank,
together with interest thereon from the date such amount was so made available
by the Agent until the date the Agent recovers such amount at a rate per annum
equal to the Fed Funds Rate for each of the first three days after demand and
for each day thereafter at the Fed Funds Rate plus 2%.

      5.7. SHARING OF PAYMENTS, ETC. If a Bank or any participant of a Bank
shall obtain payment of any principal of or interest on any Loan made by it
under this Agreement or of any Reimbursement Obligation or other obligation to
it under this Agreement, through the exercise of any right of set-off, banker's
lien, counterclaim or similar right, or otherwise, such Bank or participant
shall promptly purchase from the other Banks participations in the Loans made or
Reimbursement Obligations or other obligations held by the other Banks in such
amounts, and make such other adjustments from time to time as shall be equitable
to the end that all the Banks and participants shall share the benefit of such
payment (net of any expenses which may be incurred by such Bank or its
participant in obtaining or preserving such benefit) PRO RATA in accor dance
with the respective amounts then due to each of them. To such end all the Banks
and their participants shall make appropriate adjustments among themselves (by
the resale of participations sold or otherwise) if such payment is rescinded or
must otherwise be restored. The Company agrees, to the fullest extent it may
effectively do so under applicable law, that any Person so purchasing a
participation in the Obligations may exercise all rights of set-off, bankers'
lien, counterclaim or similar rights with respect to such participation as fully
as if such Bank were a direct holder of Loans, Reimbursement Obligations or
other obligations in the amount of such

                                      37

<PAGE>

participation. Nothing in this Agreement shall require any Bank to exercise any
such right or shall affect the right of any Bank to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of the Company.

      Section 6.  YIELD PROTECTION AND ILLEGALITY.

      6.1.  ADDITIONAL COSTS.

      (a) Subject to SECTION 12.8, the Company shall pay to the Agent, on
demand, for the account of such Bank, from time to time such amounts as any Bank
may reasonably determine to be necessary to compensate it for any costs incurred
by such Bank which such Bank reasonably determines are attributable to its
making or maintaining any Eurodollar Loan hereunder or its obligation to make or
maintain any such Loan hereunder, or any reduction in any amount receivable by
such Bank hereunder in respect of any of such Loans or such obligation (such
increases in costs and reductions in amounts receivable being herein called
"ADDITIONAL COSTS"), in each case resulting from any Regulatory Change which:

            (1) subjects such Bank (or makes it apparent that such Bank is
subject) to any tax (including any United States interest equalization tax),
levy, impost, duty, charge or fee (collectively, "TAXES"), or any deduction or
withholding for any Taxes on or from the payment due under any Eurodollar Loan
or other amounts due hereunder, other than income and franchise taxes of the
jurisdiction (or any subdivision thereof) in which such Bank has an office or
its Applicable Lending Office; or

            (2) changes the basis of taxation of any amounts payable to such
Bank under this Agreement or its Note in respect of any of such Loans, other
than changes which affect taxes measured by or imposed on the overall net income
or franchise taxes of such Bank or of its Applicable Lending Office for any of
such Loans by the jurisdiction (or any subdivision thereof) in which such Bank
has an office or such Applicable Lending Office; or

            (3) imposes or modifies or increases or deems applicable any
Statutory Reserves or any other reserve, special deposit or similar requirement
(including any such requirement imposed by the Board) relating to any extensions
of credit or other assets of, or any deposits with or other liabilities of, such
Bank or loans made by such Bank, or against any other funds, obliga tions or
other property owned or held by such Bank; or

            (4) imposes any other condition affecting this Agreement (or any of
such extensions of credit or liabilities).

Each Bank will notify the Company through the Agent of any event occurring after
the date of this Agreement which will entitle such Bank to compensation pursuant
to this SECTION 6.1 as promptly

                                       38

<PAGE>

as practicable after it obtains knowledge thereof and determines to request such
compensation, and (if so requested by the Company through the Agent) will
designate a different available Applicable Lending Office for the Eurodollar
Loans of such Bank or take such other action as the Company may reasonably
request if such designation or action is consistent with the internal policy of
such Bank and legal and regulatory restrictions, can be undertaken at no
additional cost, will avoid the need for, or reduce the amount of, such
compensation and will not, in the sole opinion of such Bank, be disadvantageous
to such Bank (PROVIDED that such Bank shall have no obligation so to designate
an Applicable Lending Office located in the United States of America). Each Bank
will furnish the Company with a statement setting forth the basis and amount of
each request by such Bank for compensation under this SECTION 6.1, with each
such statement to cover amounts accruing under this SECTION 6.1 with respect to
a period beginning not earlier than 120 days from the date thereof and using any
reasonable averaging and attribution methods.

      (b) Without limiting the effect of the foregoing provisions of this
SECTION 6.1, in the event that, by reason of any Regulatory Change, any Bank
either (1) incurs Additional Costs based on or measured by the excess above a
specified level of the amount of a category of deposits or other liabilities of
such Bank which includes deposits by reference to which the interest rate on
Eurodollar Loans is determined as provided in this Agreement or a category of
extensions of credit or other assets of such Bank which includes Eurodollar
Loans or (2) becomes subject to restric tions on the amount of such a category
of liabilities or assets which it may hold, then, if such Bank so elects by
notice to the Company (with a copy to the Agent), the obligation of such Bank to
make Eurodollar Loans hereunder shall be suspended until the date such
Regulatory Change ceases to be in effect (in which case the provisions of
SECTION 6.4 shall be applicable).

      (c) Determinations and allocations by any Bank for purposes of this
SECTION 6.1 of the effect of any Regulatory Change on its costs of maintaining
its obligations to make Loans or of making or maintaining Eurodollar Loans or on
amounts receivable by it in respect of Eurodollar Loans, and of the additional
amounts required to compensate such Bank in respect of any Additional Costs,
shall be conclusive, absent manifest error, and may be made using any reasonable
averaging and attribution methods.

      (d) In the event any Bank shall seek compensation pursuant to this SECTION
6.1, the Company may give notice to such Bank (with copies to the Agent) that it
wishes to seek one or more Eligible Assignees (which may be one or more of the
Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit
Liabilities and interests in this Agreement of such Bank. Each Bank requesting
compensation pursuant to this SECTION 6.1 agrees to sell its Commitment, Loans,
Note, Letter of Credit Liabilities and interests in this Agreement pursuant to
SECTION 12.6 (without recourse, representation or warranty except as provided in
SECTION 12.6) to any such Eligible Assignee for an amount equal to (x) the sum
of the outstanding unpaid principal of and accrued interest on such Loans, Note
and Letter of Credit Advances, plus (y) in the case of the Issuer, Cover for the
face amount of all undrawn Letter of Credit Liabilities plus

                                       39

<PAGE>

(z) all other fees and amounts (including any compensation claimed by such Bank
under this SECTION 6.1) owing to such Bank under the Credit Documents,
calculated, in each case, to the date on which such Commitment, Loans, Note,
Letter of Credit Liabilities and interests are purchased, whereupon such Bank
shall have no further Commitment or other obligation to the Company under this
Agreement or any other Credit Document in respect of matters arising after the
consummation of such purchase, but shall continue to be entitled to the benefit
of, and subject to any obligations incurred by it under, this Agreement and the
other Credit Documents in respect of matters occurring during the time it was a
Bank under this Agreement.

      6.2. LIMITATION ON TYPES OF LOANS. Anything in this Agreement to the
contrary notwithstanding, if, with respect to any Eurodollar Loans:

      (a) the Agent determines (which determination shall be conclusive absent
manifest error) that quotations of interest rates for the relevant deposits
referred to in the definition of "Eurodollar Rate" in SECTION 1.1 are not being
provided in the relevant amounts or for the relevant maturities for purposes of
determining the rate of interest for such Loans for Interest Periods therefor as
provided in this Agreement; or

      (b) the Required Banks determine (which determination shall be conclusive
absent manifest error) and notify the Agent that the relevant rates of interest
referred to in the definition of "Eurodollar Rate" in SECTION 1.1 upon the basis
of which the rates of interest for such Loans are to be determined do not
accurately reflect the cost to such Banks of making or maintaining such Loans
for any proposed Interest Periods therefor; or

      (c) the Agent determines (which determination shall be conclusive absent
manifest error) that by reason of circumstances affecting the Eurodollar
interbank market generally, deposits in dollars in the relevant Eurodollar
interbank market are not being offered for the applicable Interest Period and in
an amount equal to the amount of the Eurodollar Loan requested by the Company;

the Agent shall promptly notify the Company and each Bank thereof, and, so long
as such condition remains in effect, the Banks shall be under no obligation to
make Eurodollar Loans (but shall maintain until the end of the Interest Period
then in effect the Eurodollar Loans then outstanding).

      6.3. ILLEGALITY. Notwithstanding any other provision of this Agreement to
the contrary, if by reason of (x) the adoption or effectiveness of any
applicable Legal Requirement, or any change in any applicable Legal Requirement
or in the interpretation or administration thereof by any Governmental
Authority, or compliance by any Bank with any request or directive (whether or
not having the force of law) of any central bank or other Governmental Authority
or (y) circumstances affecting the relevant Eurodollar interbank market or the
position of a Bank therein,

                                      40

<PAGE>

it shall at any time be unlawful or impracticable in the sole discretion of a
Bank for such Bank or its Applicable Lending Office to (a) honor its obligation
to permit the establishment of Eurodollar Loans hereunder or (b) maintain
Eurodollar Loans hereunder, then such Bank through the Agent shall promptly
notify the Company thereof, and the obligation of such Bank to establish or
maintain Eurodollar Loans hereunder shall be suspended until such time as such
Bank may again establish and maintain Eurodollar Loans, in which case the
provisions of SECTION 6.4 shall be applicable. Before giving such notice
pursuant to this SECTION 6.3, such Bank will designate a different available
Applicable Lending Office for the Eurodollar Loans of such Bank or take such
other action as the Company may reasonably request if such designation or action
is consistent with the internal policy of such Bank and legal and regulatory
restrictions, can be undertaken at no additional cost, will avoid the need to
suspend such Bank's obligation to make Eurodollar Loans hereunder and will not,
in the sole opinion of such Bank, be disadvantageous to such Bank (PROVIDED that
such Bank shall have no obligation so to designate an Applicable Lending Office
located in the United States of America).

      In the event any Bank shall seek to invoke the benefits of this SECTION
6.3, the Company may give notice to such Bank (with copies to the Agent) that it
wishes to seek one or more Eligible Assignees (which may be one or more of the
Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit
Liabilities and interests in this Agreement of such Bank. Each Bank requesting
to invoke the benefits of this SECTION 6.3 agrees to sell its Commitment, Loans,
Note, Letter of Credit Liabilities and interests in this Agreement pursuant to
SECTION 12.6 (without recourse, representation or warranty except as provided in
SECTION 12.6) to any such Eligible Assignee for an amount equal to (x) the sum
of the outstanding unpaid principal of and accrued interest on such Loans, Note
and Letter of Credit Advances, plus (y) in the case of the Issuer, Cover for the
face amount of all undrawn Letter of Credit Liabilities, plus (z) all other fees
and amounts owing to such Bank under the Credit Documents, calculated, in each
case, to the date on which such Commitment, Loans, Note, Letter of Credit
Liabilities and interests are purchased, whereupon such Bank shall have no
further Commitment or other obligation to the Company hereunder or any other
Credit Document in respect of matters arising after the consummation of the
purchase, but shall continue to be entitled to the benefit of, and subject to
any obligation incurred by it under, this Agreement and the other Credit
Documents in respect of matters occurring during the time it was a Bank under
this Agreement.

      6.4. SUBSTITUTE ALTERNATE BASE RATE LOANS. If the obligation of any Bank
to make or maintain Eurodollar Loans shall be suspended pursuant to SECTION 6.1,
6.2 or 6.3, all Loans which would otherwise be made by such Bank as Eurodollar
Loans shall be made instead as Alternate Base Rate Loans (and, if an event
referred to in SECTION 6.1(B) or 6.3 has occurred and such Bank so requests by
notice to the Company with a copy to the Agent, each Eurodollar Loan of such
Bank then outstanding shall be automatically converted into an Alternate Base
Rate Loan on the date specified by such Bank in such notice which shall be the
last day of the current Interest Period with respect to such Eurodollar Loan or
on such earlier date as required by law) and, to the extent

                                      41

<PAGE>

that such Eurodollar Loans are so made as (or converted into) Alternate Base
Rate Loans, all payments of principal which would otherwise be applied to such
Eurodollar Loans shall be applied instead to such Alternate Base Rate Loans.

      6.5. COMPENSATION. Subject to SECTION 12.8, the Company shall pay to the
Agent for the account of each Bank, within two Business Days after demand
therefor by such Bank through the Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Bank) to compensate it for any
loss, cost or expense incurred by it as a result of:

      (a) any payment, prepayment or Conversion of a Eurodollar Loan made by
such Bank on a date other than the last day of an Interest Period for such Loan;
or

      (b) any failure by the Company to borrow a Eurodollar Loan to be made by
such Bank on the date for such borrowing specified in the relevant notice of
borrowing under SECTION 5.5 or to convert an Alternate Base Rate Loan into a
Eurodollar Loan on such date after giving notice of such Conversion or to
continue a Eurodollar Loan after giving notice of such Continuation; or

      (c) any payment, prepayment or Conversion of a Eurodollar Loan required by
any provision of this Agreement or otherwise made or deemed made on a date other
than the last day of an Interest Period for such Eurodollar Loan; or

      (d) any cessation of the Eurodollar Rate to apply to any Loan or any part
thereof;

including, in each case, any actual loss or expense sustained or incurred or to
be sustained or incurred in liquidating or employing deposits acquired to effect
or maintain such Eurodollar Loan or any part thereof. Such compensation shall
include an amount equal to the excess, if any, as reasonably determined by each
Bank, of (1) its cost of obtaining the funds for the Loan being paid, prepaid or
converted or not borrowed, converted or continued (assumed to be the applicable
Eurodollar Rate) for the period from the date of such payment, prepayment or
Conversion or failure to borrow, convert or continue to the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, convert
or continue the Interest Period for such Loan which would have commenced on the
date of such failure to borrow, convert or continue) over (2) the amount of
interest (as reasonably determined by such Bank) that would be realized by such
Bank in reemploying the funds so paid, prepaid or converted or not borrowed,
converted or continued for such period or Interest Period, as the case may be.
Each determination of the amount of such compensation by a Bank shall be
conclusive and binding, absent manifest error, and may be computed using any
reasonable averaging and attribution method.

      6.6. ADDITIONAL COSTS IN RESPECT OF LETTERS OF CREDIT. If as a result of
any Regulatory Change there shall be imposed, modified or deemed applicable any
tax, reserve, special deposit or similar requirement against or with respect to
or measured by reference to Letters of Credit

                                      42

<PAGE>

issued or to be issued under this Agreement or participations in such Letters of
Credit, and the result shall be to increase the cost to the Issuer or any Bank
of issuing or maintaining any Letter of Credit or any participation therein, or
reduce any amount receivable by the Issuer or any Bank in respect of any Letter
of Credit or any participation therein (which increase in cost, or reduction in
amount receivable, shall be the result of such Issuer's or such Bank's
reasonable allocation of the aggregate of such increases or reductions resulting
from such event), such Issuer or such Bank shall notify the Company through the
Agent, and upon demand therefor by such Issuer or such Bank through the Agent,
the Company (subject to SECTION 12.8) shall pay to the Issuer or such Bank, from
time to time as specified by the Issuer or such Bank, such additional amounts as
shall be sufficient to compensate the Issuer or such Bank for such increased
costs or reductions in amount. Before making such demand pursuant to this
SECTION 6.6, the Issuer or such Bank will designate a different available
Applicable Lending Office for the Letter of Credit or participation or take such
other action as the Company may request, if such designation or action will
avoid the need for, or reduce the amount of, such compensation and will not, in
the sole opinion of the Issuer or such Bank, be disadvantageous to the Issuer or
such Bank. A statement as to such increased costs or reductions in amount
incurred by the Issuer or such Bank, submitted by the Issuer or such Bank to the
Company, shall cover amounts accruing under this SECTION 6.6 with respect to a
period beginning not earlier than 120 days from the date thereof, shall be
conclusive as to the amount thereof, absent manifest error, and may be prepared
using any reasonable averaging and attribution method.

      In the event any Bank shall seek compensation pursuant to this SECTION
6.6, the Company may give notice to such Bank (with copies to the Agent) that it
wishes to seek one or more Eligible Assignees (which may be one or more of the
Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit
Liabilities and interests in this Agreement of such Bank. Each Bank requesting
compensation pursuant to this SECTION 6.6 each agrees to sell its Commitment,
Loans, Note, Letter of Credit Liabilities and interests in this Agreement
pursuant to SECTION 12.6 (without recourse, representation or warranty except as
provided in SECTION 12.6) to any such Eligible Assignee for an amount equal to
(x) the sum of the outstanding unpaid principal of and accrued interest on such
Loans, Note and Letter of Credit Advances, plus (y) all other fees and amounts
(including any compensation claimed by such Bank under this SECTION 6.6) owing
to such Bank under the Credit Documents, calculated, in each case, to the date
such Commitment, Loans, Note, Letter of Credit Liabilities and interests in this
Agreement are purchased, whereupon such Bank shall have no further Commitment or
other obligation to the Company under this Agreement or any other Credit
Document in respect of matters arising after the consummation of such purchase,
but shall continue to be entitled to the benefit of, and subject to any
obligation incurred by it under, this Agreement and the other Credit Documents
in respect of matters occurring during the time it was a Bank under this
Agreement.

      In the event any Issuer shall seek compensation pursuant to this SECTION
6.6, the Company may give notice to such Issuer (with copies to the Agent) that
it wishes another of the Banks to

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<PAGE>

become the Issuer for future Letters of Credit (including any Letters of Credit
which the Company may arrange to substitute for any Letter of Credit issued by
the retiring Issuer), whereupon such retiring Issuer shall have no further
obligation to issue Letters of Credit, but shall continue to be entitled to the
benefit of, and subject to any obligation incurred by it under, this Agreement
and the other Credit Documents in respect of matters occurring and Letters of
Credit issued during the time it was the Issuer under this Agreement.
Notwithstanding its retirement, the retiring Issuer shall continue to be
entitled to reimbursement of any and all Letter of Credit Advances made by it
under each Letter of Credit issued by it. All fees and other amounts (including
any compensation claimed by the retiring Issuer under this SECTION 6.6) owing to
the retiring Issuer under the Credit Documents shall be paid to the retiring
Issuer at the time of its retirement as Issuer, and the retiring Issuer shall
continue to be the Issuer for all purposes of this Agreement with respect to any
outstanding Letters of Credit theretofore issued by it.

      6.7.  CAPITAL ADEQUACY.  If any Bank shall have determined that

      (a) the adoption after the date of this Agreement or the effectiveness
after the date of this Agreement (regardless of whether previously announced) of
any applicable Legal Requirement or treaty regarding capital adequacy, or

      (b) any change after the date of this Agreement in any existing or future
Legal Requirement or treaty regarding capital adequacy, or

      (c) any change after the date of this Agreement in the interpretation or
administration of any existing or future Legal Requirement or treaty regarding
capital adequacy by any Governmental Authority or comparable agency charged with
the interpretation or administration thereof, or

      (d) compliance by any Bank (or its Applicable Lending Office) with any
request or directive after the date of this Agreement regarding capital adequacy
(whether or not having the force of law) of any such Governmental Authority or
comparable agency has or would have the effect of reducing the rate of return on
the capital of such Bank (or any holding company of which such Bank is a part)
as a consequence of its obligations under this Agreement and the other Credit
Documents to a level below that which such Bank or holding company could have
achieved but for such adoption, change or compliance by an amount deemed by such
Bank or holding company to be material, then, from time to time, on demand by
such Bank (with a copy to the Agent), the Company (subject to SECTION 12.8)
shall pay to such Bank such additional amount or amounts as will compensate such
Bank or holding company for such reduction. The certificate of any Bank setting
forth such amount or amounts as shall be necessary to compensate it and the
basis therefor shall cover amounts accruing under this SECTION 6.7 with respect
to a period beginning not earlier than 120 days from the date thereof and shall
be conclusive and binding, absent manifest error. The Company shall pay the
amount shown as due on any such certificate upon delivery of such

                                       44

<PAGE>

certificate. In preparing such certificate, a Bank may take into consideration
such Bank's and such holding company's policies with respect to capital
adequacy, employ such assumptions and allocations of costs and expenses as it
shall in good faith deem reasonable, and use any reasonable averaging and
attribution method.

      In the event any Bank shall seek compensation pursuant to this SECTION
6.7, the Company may give notice to such Bank (with copies to the Agent) that it
wishes to seek one or more Eligible Assignees (which may be one or more of the
Banks) to purchase and assume the Commitment, Loans, Note, Letter of Credit
Liabilities and interests in this Agreement of such Bank. Each Bank requesting
compensation pursuant to this SECTION 6.7 agrees to sell its Commitment, Loans,
Note, Letter of Credit Liabilities and interests in this Agreement pursuant to
SECTION 12.6 (without recourse, representation or warranty except as provided in
SECTION 12.6) to any such Eligible Assignee for an amount equal to (x) the sum
of the outstanding unpaid principal of and accrued interest on such Loans, Note
and Letter of Credit Advances, plus (y) in the case of the Issuer, Cover for the
face amount of all undrawn Letter of Credit Liabilities, plus (z) all other fees
and amounts (including any compensation claimed by such Bank under this SECTION
6.7) owing to such Bank under the Credit Documents, calculated, in each case, to
the date on which such Commitment, Loans, Note, Letter of Credit Liabilities and
interests are purchased, whereupon such Bank shall have no further Commitment or
other obligation to the Company under this Agreement or any other Credit
Document in respect of matters arising after the consummation of such purchase,
but shall continue to be entitled to the benefit of, and subject to any
obligation incurred by it under, this Agreement and the other Credit Documents
in respect of matters occurring during the time it was a Bank under this
Agreement.

      Section 7.  CONDITIONS PRECEDENT.

      7.1. INITIAL CONDITIONS PRECEDENT. The obligation of each Bank to make its
initial Loan to the Company pursuant to this Agreement and the obligation of the
Issuer to issue the first Letter of Credit pursuant to this Agreement are each
subject to the following conditions precedent, each of which shall have been
fulfilled or waived in the discretion of the Agent:

      (a) CORPORATE ACTION AND STATUS. The Agent shall have received copies of
the Organizational Documents of the Company certified by the Secretary of the
Company, and resolutions of the Board of Directors of the Company, certified by
the Secretary of the Company, for all corporate action taken by the Company
authorizing the execution, delivery and performance of the Credit Documents to
which the Company is a party, together with such certificates as may be
appropriate to demonstrate the existence, qualification and good standing of and
payment of taxes by each member of the Combined Group in each jurisdiction in
which such qualification is required to make true the representations contained
in SECTION 8.1.

                                       45

<PAGE>

      (b) INCUMBENCY. The Company shall have delivered to the Agent a
certificate in respect of the name and signature of each officer who (i) is
authorized to sign on its behalf the applicable Credit Documents to which the
Company is a party and (ii) will, until replaced by another officer or officers
duly authorized for that purpose, act as its representative for the purposes of
signing documents and giving notices and other communications in connection with
this Agreement and the other Credit Documents. The Agent and each Bank may
conclusively rely on such certificates until they receive notice in writing from
the Company to the contrary.

      (c) NOTES. The Agent shall have received the appropriate Note of the
Company for each Bank, duly completed and executed.

      (d) CREDIT DOCUMENTS. The Company shall have duly executed and delivered
the other Credit Documents to which it is a party, and each such Credit Document
shall be in Proper Form. Each such Credit Document shall be in substantially the
form furnished to the Banks prior to their execution of this Agreement, together
with such changes therein as the Agent may approve in its discretion. The
Company shall have paid to the Agent all fees and expenses in the amounts
previously agreed upon in writing among the Company and the Agent and all
amounts due under SECTION 12.3.

      (e) CERTIFIED COPIES. The Agent shall have received certified copies of
the Monterey ERISA Indemnification Agreement, the Conveyance and Contribution
Agreement, the Corporate Services Agreement, the Registration Rights Agreement,
the Spin Off Tax Indemnification Agreement, the Tax Allocation Agreement and
each other document that constitutes an exhibit to any of the foregoing, each
fully executed by all parties thereto.

      (f) OPINION OF COUNSEL TO THE COMPANY. The Agent shall have received the
opinions of Andrews & Kurth L.L.P. and of Terry L. Anderson, counsel to the
Company, substantially in the forms of SCHEDULES III and IV, respectively.

      (g) COUNTERPARTS. The Agent shall have received counterparts of each of
the Credit Documents duly executed and delivered by or on behalf of each of the
parties thereto (or, in the case of any Bank as to which the Agent shall not
have received such a counterpart, the Agent shall have received evidence
satisfactory to it of the execution and delivery by such Bank of a counterpart
hereof).

      (h) CONSENTS. The Agent shall have received evidence satisfactory to it in
its discretion that all consents of each Governmental Authority, of the holders
of the Senior Notes and of each other Person, if any, required in connection
with the Loans and Letters of Credit or the execution, delivery and performance
of the Credit Documents have been received and remain in full force and effect.

                                      46

<PAGE>

      (i) OTHER DOCUMENTS. The Agent shall have received such other documents
consistent with the terms of this Agreement and relating to the transactions
contemplated hereby as the Agent may reasonably request.

      (j) IPO. The Agent shall have received evidence satisfactory to it in its
discretion that the Company has completed the IPO.

      (k) SENIOR DEBT. The Agent shall have received evidence satisfactory to it
in its discretion that the aggregate principal amount of Debt outstanding
pursuant to the Note Agreement does not exceed $175,000,000.

      (l) CONVEYANCE AND CONTRIBUTION AGREEMENT. The Agent shall have received
evidence satisfactory to it in its discretion that the transactions described in
the Conveyance and Contribution Agreement have occurred.

      All provisions and payments required by this SECTION 7.1 are subject to
the provisions of SECTION 12.8.

      7.2. ALL LOANS AND LETTERS OF CREDIT. The obligation of each Bank to make
any Loan (including its initial Loan) to be made by it hereunder and the
obligation of the Issuer to issue any Letter of Credit (including the first
Letter of Credit) are each subject to the additional conditions precedent that,
as of the date of such Loan or such issuance, and after giving effect thereto:

      (a) for each Loan which is not a Conversion or a Continuation, no Default
shall have occurred and be continuing;

      (b) for each Loan which is not a Conversion or a Continuation, and for
each Letter of Credit, there shall have been no Material Adverse Change since
the date of this Agreement;

      (c) for each Loan which is not a Conversion or a Continuation, and for
each Letter of Credit, all representations and warranties made in each Credit
Document shall be true and correct in all material respects on and as of the
date of the making of such Loan or the issuance of such Letter of Credit, with
the same force and effect as if made on and as of such date (except as the same
are expressly stated in the Credit Documents to be made only as of a specific
earlier date, in which case the same shall have been true and correct in all
material respects as of such earlier date);

      (d) except for Loans and Letters of Credit made or issued on the date of
this Agreement, the Company shall have delivered to the Agent a Request for
Extension of Credit (and, in the case of a Letter of Credit, a completed
Application) within the time specified in SECTION 5.5; and

                                       47

<PAGE>

      (e) the making of such Loan or the issuance of such Letter of Credit shall
not be prohibited by, or subject the Agent or such Bank to any penalty under,
any Legal Requirement applicable to the Agent or such Bank.

      The borrowing of the initial Loans and the issuance of the initial Letter
of Credit under this Agreement and each Request for Extension of Credit in
respect of each Loan and each Letter of Credit by the Company hereunder shall
constitute and include a representation and warranty by the Company to the
effect set forth in SUBSECTIONS (A) through (C) (if applicable) of this SECTION
7.2 (both as of the date of such notice and, unless the Company otherwise
notifies the Agent prior to the date of such borrowing or issuance, as of the
date of such borrowing or issuance). Except in the case of Loans and Letters of
Credit made or issued on the date hereof, such representation and warranty shall
be accompanied by a certificate of the Chief Executive Officer, President, Chief
Financial Officer or Treasurer of the Company setting forth in reasonable detail
the calculations of the Company in making such representation and warranty.

      7.3. CONVERSIONS AND CONTINUATIONS OF EURODOLLAR LOANS. The obligation of
each of the Banks to convert any Alternate Base Rate Loan into a Eurodollar Loan
or to continue any Eurodollar Loan for a new Interest Period is subject to the
conditions precedent that on the date of such Conversion or Continuation and
after giving effect thereto (a) no Default shall have occurred and be
continuing, (b) the Company shall have delivered to the Agent a Rate Designation
Notice within the time specified in SECTION 5.5, and (c) such Conversion or
Continuation shall not be prohibited by, or subject such Bank to any penalty
under, any Legal Requirement applicable to such Bank. The acceptance of the
benefits of such Conversion or Continuation shall constitute a representation
and warranty by the Company to each of the Banks to the effect set forth in
CLAUSE (A).

      Section 8. REPRESENTATIONS AND WARRANTIES. To induce the Agent and the
Banks to enter into this Agreement and to extend credit under it, the Company
represents and warrants (such representations and warranties to survive any
investigation, the making of the Loans and the issuance of the Letters of
Credit) to the Banks and the Agent as follows:

      8.1. CORPORATE EXISTENCE. Each member of the Combined Group (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite power and authority, and
has all licenses, permits, authorizations, consents and approvals necessary, to
own its property and carry on its business as now being conducted, and (c) is
qualified to do business, and is in good standing, in all jurisdictions in which
any of the Petroleum Properties which it owns are located or the nature of the
business conducted by it makes such qualification necessary or advisable, unless
the failure to be so qualified or in good standing would not individually or in
the aggregate have a material adverse effect on the business, financial
condition or results of operations of the Combined Group taken as a whole. The
Company is qualified to do business and is in good standing in the State of
California.

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<PAGE>

      8.2.  INFORMATION.

      (a) The Company has furnished the Banks with the following financial
statements, identified by a principal financial officer of the Company:

      (1) (i) a consolidated balance sheet with respect to "Western Division" of
SFER as at December 31 in each of the years 1994 and 1995, and

            (ii) consolidated statements of operations, division equity, and
cash flows with respect to the "Western Division" of SFER for each of the years
1993 through 1995, inclusive,

all certified by Price Waterhouse LLP, and

      (2)   (i) pro forma consolidated balance sheets of the Company as at June
30, 1996 and September 30, 1996, and

            (ii) pro forma consolidated statements of operations of the Company
for each such period.

The balance sheets fairly present the historical financial condition of the
"Western Division" of SFER or the pro forma financial condition of the Company
and its Subsidiaries, as the case may be (in the case of the Company, on a pro
forma basis as of such dates, as adjusted to give effect to the transactions
described in the notes thereto), as at the date thereof, and the statements of
operations, division equity, and cash flows fairly present the results of the
operations of the "Western Division" of SFER or the Company and its Subsidiaries
(on such pro forma basis as described in the notes thereto), as the case may be,
for the periods indicated (subject to year-to-end adjustments in the case of the
pro forma Company statements).

      (b) The most recent consolidated balance sheet of the Company and its
Subsidiaries and the related consolidated statements of operations, changes in
financial position and cash flows for the period then ended, together with the
respective notes thereto, delivered to each of the Banks in accordance with the
provisions of SECTION 9.1(A) or (B), as the case may be (the latest of such
financial statements and the notes thereto being referred to herein as the "MOST
RECENT FINANCIAL STATEMENTS"), fairly present in all material respects the
consolidated financial position of the Company and its Subsidiaries as of such
date and their consolidated results of operations for the period then ended in
conformity with GAAP.

      (c) Since the date of this Agreement, there has been no Material Adverse
Change.

      (d) As of the Date of Closing, the assets of the Company constitute the
assets allocated to the "Western Division" of SFER except for the Excluded
Assets, as such term is defined in the

                                      49

<PAGE>

Conveyance and Contribution Agreement, and the liabilities of the Company
constitute the liabilities allocated to the "Western Division" of SFER except
for the Retained Liabilities, as such term is defined in the Conveyance and
Contribution Agreement, and the pro forma balance sheet (including the footnotes
thereto) of the Company as of September 30, 1996 fairly presents in all material
respects the assets and liabilities of the Company as of the Date of Closing
that are of a nature required to be reflected in a balance sheet prepared in
accordance with GAAP except for assets disposed of or acquired and liabilities
arising or discharged after September 30, 1996 in the ordinary course of
business.

      8.3. LITIGATION; COMPLIANCE. Except as disclosed in writing to the Banks
prior to the date hereof, there are no legal or arbitral proceedings or any
proceedings by or before any Governmental Authority now pending, or, to the
knowledge of the Company, threatened, against or affecting the Company or any of
its Subsidiaries which, if adversely determined, would cause a Material Adverse
Change. The Company and its Subsidiaries comply in all material respects with
all applicable material (based on the Company and its Subsidiaries taken as a
whole) Legal Requirements (other than the Applicable Environmental Laws,
representations and warranties regarding which are found in SECTION 8.13).
Neither the Company nor any of its Subsidiaries is in default in any material
respect under, or in violation of, any material (based on the Company and its
Subsidiaries taken as a whole) judgment, order or decree of any Governmental
Authority.

      8.4. NO BREACH. None of the execution and delivery of the Credit
Documents, the consummation of the transactions therein contemplated or
compliance with the terms and provisions thereof will conflict with or result in
a breach of, or require any consent that has not been obtained under, the
Organizational Documents of the Company or any of its Subsidiaries or any
material Legal Requirement (including any securities law, rule or regulation)
applicable to the Company or any of its Subsidiaries or (except for the Liens
permitted by this Agreement) result in the creation or imposition of any Lien
upon any of the revenues or property of the Company or any of its Subsidiaries.
Such execution, delivery, consummation and compliance do not and will not
conflict with or result in a breach of any material agreement or instrument to
which the Company or any of its Subsidiaries is a party or by which the Company
or any of its Subsidiaries is bound or to which any of them is subject, or
constitute a default under any such agreement or instrument.

      8.5. NECESSARY ACTION. The Company has all necessary power and authority
to execute, deliver and perform its obligations under the Credit Documents and
the documentation necessary to consummate the Other Transactions and to
consummate the transactions contemplated therein. The execution, delivery and
performance of the Credit Documents by the Company and the consummation by the
Company of the transactions contemplated therein have been duly authorized by
all necessary action on the part of the Company. The Credit Documents have been
duly and validly executed and delivered by the Company and constitute the legal,
valid and binding obligations of the Company, enforceable in accordance with
their respective terms, except as the

                                      50

<PAGE>

enforceability thereof may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws relating to the
enforcement of creditors' rights generally and by general equitable principles.

      8.6. APPROVALS. All authorizations, approvals and consents of, and all
filings and registrations with, all Governmental Authorities, the holders of the
Senior Notes and each other Person necessary for the execution, delivery or
performance of any Credit Document or the consummation by the Company of the
transactions contemplated therein or for the validity or enforceability thereof
have been obtained and are in full force and effect.

      8.7. REGULATIONS G, T, U AND X. Neither the Company nor any of its
Subsidiaries owns or has any present intention of acquiring any "margin stock"
(within the meaning of Regulations G, T, U or X of the Board) (herein called
"margin stock"). Neither the Company nor SFER nor any agent acting on its behalf
has taken or will take any action which might cause this Agreement or the Notes
to violate Regulation G, T, U or X or any other regulation of the Board or to
violate the Securities Exchange Act of 1934, as amended, in each case as in
effect now or as the same may hereafter be in effect.

      8.8. ERISA. The Company and each ERISA Affiliate have fulfilled their
contribution obligations under each Plan subject to Title IV of ERISA and have
fulfilled their obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan subject to Title IV of ERISA, and in all other
regards with respect to each Plan are in material compliance with the applicable
provisions of ERISA, the Code, and all other applicable laws, regulations and
rules, to the extent that noncompliance with such provisions would result in a
Material Adverse Change. The Company has no knowledge of any event with respect
to each Plan which could result in a Material Adverse Change.

      8.9. TAXES. Each of the Company and its Subsidiaries has filed all United
States federal income tax returns and all other material tax returns which are
required to be filed by it and has paid all taxes due pursuant to such returns
or pursuant to any assessment received by it, except to the extent the same may
be contested in good faith by appropriate proceedings diligently conducted for
which adequate reserves have been established in accordance with GAAP. The
charges, accruals and reserves on the books of the Company and its Subsidiaries
in respect of taxes and other governmental charges, as made on a periodic basis,
are adequate.

      8.10. SUBSIDIARIES. SCHEDULE I as supplemented from time to time by notice
from the Company to the Agent is a complete and correct list of all Subsidiaries
of the Company. All shares or other indicia of equity interest of the Restricted
Subsidiaries directly or indirectly owned by the Company are free and clear of
Liens (except Permitted Encumbrances and Liens permitted by SECTION 9.7(A)(7)),
and all such shares are validly issued, fully paid and non-assessable.

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<PAGE>

      8.11. INVESTMENT COMPANY ACT. No member of the Combined Group is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended, or directly or indirectly controlled by or acting on behalf of any
Person which is an "investment company", within the meaning of said Act.

      8.12. PUBLIC UTILITY HOLDING COMPANY ACT; FEDERAL POWER ACT. No member of
the Combined Group is a "public utility company", or an "affiliate" or a
"subsidiary company" of a "public utility company", or a "holding company", or
an "affiliate" or a "subsidiary company" of a "holding company" or of a
"subsidiary company" of a "holding company," as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended, or a "public utility" as
such term is defined in the Federal Power Act, as amended.

      8.13. ENVIRONMENTAL MATTERS. Except as disclosed in writing to the Agent
prior to the date hereof, the Company and its Subsidiaries, and the plants and
sites of each, have complied with all Applicable Environmental Laws, except, in
any such case, where such failure to so comply would not result in a Material
Adverse Change. Without limiting the generality of the preceding sentence,
neither the Company nor any of its Subsidiaries has received notice of or has
actual knowledge of any actual or claimed or asserted failure so to comply with
Applicable Environmental Laws or of any other Environmental Claim which alone or
together with all other such failures or Environmental Claims is material and
would result in a Material Adverse Change. Except as disclosed in writing to the
Agent prior to the date hereof, neither the Company nor any of its Subsidiaries
nor their plants or other sites manage, generate or dispose of, or during their
respective period of use, ownership, occupancy or operation by the Company or
its Subsidiaries have managed, generated, released or disposed of, any hazardous
wastes, solid wastes, petroleum substances, hazardous substances, hazardous
materials, toxic substances or toxic pollutants, as those terms are used or
defined in the Applicable Environmental Laws, in material violation of or in a
manner which would result in liability under the Applicable Environmental Laws
or any other applicable Legal Requirement, or in a manner which would result in
an Environmental Claim except where such noncompliance or liability or
Environmental Claim would not result in a Material Adverse Change. The
representation and warranty contained in this SECTION 8.13 is based in its
entirety upon (a) current interpretations and enforcement policies that have
been publicly disseminated and are used by Governmental Authorities charged with
the enforcement of the Applicable Environmental Laws or which apply to the
Company or any of its Subsidiaries with respect to any property or sites in a
particular jurisdiction and (b) current levels of publicly disseminated
scientific knowledge concerning the detection of, and the health and
environmental risks associated with the discharge of, substances and pollutants
regulated pursuant to the Applicable Environmental Laws.

      8.14. TITLE.

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<PAGE>

      (a) Each member of the Combined Group has good and defensible title to the
oil, gas and mineral properties shown as owned by it and included in the Most
Recent Engineering Report furnished to the Banks.

      (b) Such properties and facilities are free and clear of all Liens, except
Permitted Encumbrances and other Liens permitted hereby.

      (c) All oil, gas and mineral leases and leasehold estates, gas purchase
and sales contracts and other agreements comprising or relating to any of such
properties are valid and subsisting and in full force and effect, except for
those leases, estates, contracts, easements, rights-of-way and agreements which
are in the aggregate not material to oil, gas and mineral properties included in
the Most Recent Engineering Report furnished to the Banks, taken as a whole.

      (d) All rights, permits, easements, servitudes and rights-of-way, failure
to have or maintain which would materially interfere with the development,
maintenance and operation of such properties so as to cause a Material Adverse
Change, have been obtained and are in full force and effect.

      8.15. RESTRICTED INVESTMENTS. The Company and its Subsidiaries own no
Restricted Investments.

      Section 9. COVENANTS. The Company covenants to and agrees with the Banks
and the Agent that until the termination of this Agreement pursuant to SECTION
12.7:

      9.1. FINANCIAL STATEMENTS AND CERTIFICATES. The Company will deliver in
duplicate:

      (a) to each Bank, (A) as soon as practicable and in any event within 60
days after the end of each quarterly period (other than the last quarterly
period) in each fiscal year, commencing with the quarterly period ending March
31, 1997, consolidated and consolidating statements of operations, stockholders'
equity and cash flows of the Company and its Subsidiaries for the period from
the beginning of the then-current fiscal year to the end of such quarterly
period, and a consolidated and consolidating balance sheet of the Company and
its Subsidiaries as of the end of such quarterly period, setting forth (1) as to
each account affected thereby, all eliminating entries for the Unrestricted
Subsidiaries as a group and (2) the resulting consolidated and consolidating
figures for the Company and the Restricted Subsidiaries, and on and after
December 31, 1997, setting forth in each case in comparative form figures as of
the end of and for the corresponding period in the preceding fiscal year, all in
reasonable detail and unaudited but certified by an authorized financial officer
of the Company as fairly presenting the financial position and results of
operations of the Company and its Subsidiaries as of the date thereof and the
period then ended, subject to changes resulting from year-end adjustments, and
(B) prior to the consummation of the

                                      53

<PAGE>

Spin-Off, as soon as practicable and in any event within 60 days after the end
of each quarterly period (other than the last quarterly period) in each fiscal
year, consolidated statements of operations, stockholders' equity and cash flows
of SFER and its Subsidiaries for the period from the beginning of the current
fiscal year to the end of such quarterly period, and a consolidated balance
sheet of SFER and its Subsidiaries as of the end of such quarterly period, and,
on and after December 31, 1997, setting forth in each case in comparative form
figures for the corresponding period in the preceding fiscal year, all in
reasonable detail and unaudited but certified by an authorized financial officer
of SFER, subject to changes resulting from year-end adjustments; PROVIDED,
HOWEVER, that delivery of copies of the Quarterly Report on Form 10-Q of SFER
for such quarterly period filed with the Securities and Exchange Commission
shall be deemed to satisfy the requirements of this clause (B) with respect to
consolidated financial statements if such financial statements are included in
such report;

      (b) to each Bank, (A) as soon as practicable and in any event within 120
days after the end of each fiscal year, commencing with the year ending December
31, 1996, consolidated and consolidating statements of operations, stockholders'
equity and cash flows of the Company and its Subsidiaries for such year, and a
consolidated and consolidating balance sheet of the Company and its Subsidiaries
as of the end of such fiscal year, setting forth (1) as to each account affected
thereby, all eliminating entries for the Unrestricted Subsidiaries as a group
and (2) the resulting consolidating figures for the Company and the Restricted
Subsidiaries, and on and after December 31, 1997 setting forth in each case in
comparative form corresponding consolidating figures from the preceding annual
audit, all in reasonable detail and which shall be reported on by Price
Waterhouse LLP or other independent public accountants of recognized national
standing selected by the Company whose report shall (A) contain an opinion that
shall be unqualified as to the scope or limitations imposed by the Company and
shall not be subject to any other material qualification and (B) state that such
financial statements present fairly, in all material respects, the financial
position of the Company and its Subsidiaries at the dates indicated and their
cash flows and the results of their operations and the changes in their
financial position for the periods indicated in conformity with GAAP, and shall
be accompanied by a report of such independent public accountants stating that
(W) such audit was made for the purpose of forming an opinion on the
consolidated financial statements taken as a whole; (X) the consolidating
information set forth therein is presented for purposes of additional analysis
rather than to present the financial position, results of operations and cash
flows of the individual companies; (Y) such consolidating information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements, and (Z) in such independent public accountants' opinion, such
consolidating information is fairly stated in all material respects in relation
to the consolidated financial statements taken as a whole, with such changes
thereto as such accountants reasonably determine to be appropriate under the
circumstances; and (B) prior to the consummation of the Spin-Off, as soon as
practicable and in any event within 120 days after the end of each fiscal year,
consolidated statements of operations, stockholders' equity and cash flows of
SFER and its Subsidiaries for such year, and a consolidated balance sheet of
SFER and its Subsidiaries as of the end of such

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fiscal year, and, on and after December 31, 1997, setting forth in each case
figures from the preceding annual audit, all in reasonable detail and which
shall be reported on by Price Waterhouse LLP or other independent public
accountants of recognized national standing selected by SFER whose report shall
(A) contain an opinion that shall be unqualified as to the scope or limitations
imposed by SFER and shall not be subject to any other material qualification and
(B) state that such financial statements present fairly, in all material
respects, the financial position of SFER and its Subsidiaries at the dates
indicated and their cash flows and the results of their opera tions and the
changes in their financial position for the periods indicated in conformity with
GAAP, and shall be accompanied by a report of such independent public
accountants stating that such audit was made for the purpose of forming an
opinion on the consolidated financial statements taken as a whole, with such
changes thereto as such accountants reasonably determine to be appropriate under
the circumstances; PROVIDED, HOWEVER, that delivery of copies of the Annual
Report on Form 10-K of SFER for such fiscal year filed with the Securities and
Exchange Commission shall be deemed to satisfy the requirements of this clause
(B) with respect to consolidated financial statements if such financial
statements are included in such report;

      (c) to each Bank, promptly upon transmission thereof, copies of the
Prospectus and all financial statements, proxy statements, notices and reports
as it shall send to its public stockholders and copies of all registration
statements (without exhibits, and other than registration statements and reports
relating to employee benefit or compensation plans) and all reports which it
files with the Securities and Exchange Commission (or any governmental body or
agency succeeding to any or all of the functions of the Securities and Exchange
Commission);

      (d) to each Bank, promptly upon receipt thereof, a copy of each other
report submitted to the Company or any of its Subsidiaries by independent
accountants in connection with any annual, interim or special audit made by them
of the books of the Company or any such Subsidiary;

      (e) to each Bank, as soon as practicable and in any event within 15 days
after any executive officer of the Company obtains knowledge (1) of any
condition or event which, in the opinion of management of the Company, would
cause a Material Adverse Change (to the extent affecting the Company and its
Subsidiaries in a materially different manner or extent than the oil and gas
industry generally); (2) that any Person has given any notice to the Company or
any of its Subsidiaries or taken any other action with respect to a claimed
default or event or condition of the type referred to in SECTION 10.1(B) or (N);
(3) of the institution of any litigation involving claims against the Company or
any of its Subsidiaries equal to or greater than $5,000,000 with respect to any
single cause of action or of any adverse determination in any court proceeding
in any litigation involving a potential liability to the Company or any of its
Subsidiaries equal to or greater than $5,000,000 with respect to any single
cause of action which makes the likelihood of an adverse determination in such
litigation against the Company or such Subsidiary substantially more probable;
(4) of any regulatory proceeding which, if determined adversely to the Company,

                                      55

<PAGE>

would cause a Material Adverse Change (to the extent affecting the Company and
its Subsidiaries in a materially different manner or extent than the oil and gas
industry generally), and (5) of any material dispute between the Company and any
of its Affiliates or between the Company and SFER, an Officer's Certificate
specifying the nature and period of existence of any such Default, condition or
event, or specifying the notice given or action taken by such Person and the
nature of any such claimed Default, event or condition, or specifying the
details of such proceeding, litigation or dispute and, in each case, what action
the Company and any affected Subsidiary has taken, is taking or proposes to take
with respect thereto;

      (f) to each Bank, (1) promptly after the filing or receiving thereof,
copies of all annual reports and such other material reports and notices which
the Company or any ERISA Affiliate files under ERISA with the Internal Revenue
Service, the PBGC, the U.S. Department of Labor or any entity succeeding to any
or all of their respective functions with respect to a Plan that is subject to
Title IV of ERISA; (2) promptly upon acquiring knowledge of any "reportable
event" (as defined in Section 4043 of ERISA) or of any "prohibited transaction,"
as such term is defined in the Code or ERISA, in connection with any Plan which
may result in a Material Adverse Change, a statement executed by the President
or Chief Financial Officer of the Company or the applicable ERISA Affiliate,
setting forth the details thereof and the action which the Company or the ERISA
Affiliate proposes to take with respect thereto and, when known, any action
taken by the PBGC, the Internal Revenue Service, the U.S. Department of Labor
(or any entity succeeding to any or all of the functions of any such entity)
with respect thereto; (3) promptly after the filing or receiving thereof by the
Company or any ERISA Affiliate, any notice of the institution of any proceedings
or other actions which may result in the termination of any Plan or notice of
complete or partial withdrawal liability under Title IV of ERISA, and (4) each
request for waiver of the funding standards or extension of the amortization
periods required by Sections 303 and 304 of ERISA or Section 412 of the Code
promptly after the request is submitted by the Company or any ERISA Affiliate,
to the Secretary of the Treasury, the U.S. Department of Labor or the Internal
Revenue Service (or any entity succeeding to any or all of the functions of any
such entity), as the case may be;

      (g) to each Bank, as soon as available but in no event later than February
28 of each year, an Independent Engineering Report reflecting data as of
December 31 of the prior year;

      (h) to the Agent, no later than the first Quarterly Date after the
formation or acquisition of any Subsidiary of the Company, notice of such
formation or acquisition stating the name, jurisdiction of organization,
percentage owned by the Company, whether such Subsidiary is a Restricted
Subsidiary or an Unrestricted Subsidiary, and other relevant information;

      (i) to the Agent, at any time prior to the Company's receiving any Loan,
an Officer's Certificate, in form and substance satisfactory to the Agent,
certifying that: (1) the Company has completed the IPO; (2) the Date of Closing
has occurred (stating such date), the Note Agreement

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<PAGE>

is effective (attaching a true and complete copy thereof), and the aggregate
principal amount of Debt outstanding pursuant to the Note Agreement does not
exceed $175,000,000; (3) the transactions described in the Conveyance and
Contribution Agreement have occurred; and

      (j) to each Bank, with reasonable promptness, such other information
respecting the business, financial condition or results of operations of the
Company or any of its Subsidiaries as the Agent or any Bank may reasonably
request.

Additionally, the Company will deliver to each Bank:

      (x) Together with each delivery of financial statements required by
SUBSECTION (A) above, an Officer's Certificate demonstrating (with applicable
computations in reasonable detail) compliance by the Company and the Restricted
Subsidiaries with the provisions of SECTIONS 9.6, 9.7(B)(2) and (3), 9.7(C),
9.7(D), 9.7(E), 9.7(F), 9.9, 9.10 and 9.11 as at the date of the balance sheet
included in such financial statements and stating that at the date of such
Officer's Certificate there exists no Default, or, if any Default exists,
specifying the nature and period of existence thereof and what action the
Company proposes to take with respect thereto; and

      (y) Together with each delivery of financial statements required by
SUBSECTION (B) above, a certificate of such accountants stating that, in
conducting the audit of the Company's consolidated financial statements in
accordance with generally accepted auditing standards they have obtained no
knowledge of any Default arising under SECTION 10.1(A), (B) or (M) or any
Default arising under SECTION 10.1(D) that occurs as result of the breach or
violation by the Company or the Restricted Subsidiaries of SECTIONS 9.6, 9.7(B),
(C), (D), (E), (F), or (G), 9.8, 9.9, 9.10 or 9.11 or, if they have obtained
knowledge of any such Default, specifying the nature and period of existence
thereof. Such accountants, however, shall not be liable to the Agent or any Bank
by reason of their failure to obtain knowledge of any such Default which would
not be disclosed in the course of an audit conducted in accordance with
generally accepted auditing standards. The Company also covenants that forthwith
upon the Chief Executive Officer, Principal Financial Officer or principal
accounting officer obtaining knowledge of an Event of Default or Default, it
will deliver to each Bank an Officer's Certificate specifying the nature and
period of existence thereof and what action the Company proposes to take with
respect thereto.

      9.2. INSPECTION OF PROPERTY. The Company will permit, and cause each of
its Subsidiaries to permit, any Person designated in writing by any Bank, at
such Bank's expense and risk, to visit and inspect any of the properties of the
Company and its Subsidiaries; and also to examine the corporate books and
financial records of the Company and its Subsidiaries and to make copies thereof
or extracts therefrom and to discuss the affairs, finances and accounts of such
Persons with the executive officers of the Company and its Subsidiaries, the
petroleum reserve engineers employed by the Company and its Subsidiaries and the
Company's independent public accountants, all at such reasonable times, with a
representative of the Company present and as

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<PAGE>

often as such Bank may reasonably request, and will assist such Person or
Persons in all such activities.

      9.3. COMPLIANCE WITH ENVIRONMENTAL LAWS. The Company will, and will cause
each of its Subsidiaries and each of its Affiliates that are controlled by the
Company or its Subsidiaries to, comply in a timely fashion with, or operate
pursuant to valid waivers of the provisions of, all Applicable Environmental
Laws, except where non-compliance would neither (a) result in a Material Adverse
Change nor (b) subject the Agent or any Bank to any liability for such
non-compliance (PROVIDED that the Company shall not be in default of this CLAUSE
(B) if the Company indemnifies each of the Agent, Banks or any of them subjected
to such liability and provides collateral to secure such indemnification, all to
the extent required by the Person subjected to such liability in its sole and
unfettered discretion). THE COMPANY AGREES TO INDEMNIFY AND HOLD THE AGENT AND
EACH BANK, AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY
LOSS, LIABILITY, CLAIM OR EXPENSE WHICH ANY SUCH PERSON MAY INCUR OR SUFFER AS A
RESULT OF A BREACH BY THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES, AS THE CASE
MAY BE, OF THIS COVENANT. The Company shall not be deemed to have breached or
violated this SECTION 9.3 if the Company or the applicable Subsidiary or
Affiliate, as the case may be, is challenging in good faith by appropriate
proceedings diligently pursued, and subject to the indemnification obligations
of this SECTION 9.3, the application or enforcement of any such Applicable
Environmental Laws for which adequate reserves have been established in
accordance with GAAP.

      9.4. PAYMENT OF TAXES. The Company will, and will cause each of its
Subsidiaries to, pay, or have paid on its behalf, before the same become
delinquent all taxes, assessments and governmental charges imposed upon it or
upon its property, except to the extent contested in good faith by appropriate
proceedings diligently conducted for which adequate reserves have been
established in accordance with GAAP.

      9.5. MAINTENANCE OF INSURANCE. The Company and each of its Subsidiaries
will carry and maintain insurance (subject to self-insurance in the maximum
amount of $10,000,000, customary deductibles and retentions) in at least such
amounts and against such liabilities and hazards and by such methods as
customarily maintained by other companies operating similar businesses and,
together with each delivery of financial statements required by SECTION 9.1(B)
will deliver to the Agent for each Bank an Officer's Certificate specifying the
details of such insurance in effect. Upon the request of the Agent or any Bank,
the Company shall promptly deliver to the Agent one or more current certificates
of the insurer or insurers providing the insurance required by this SECTION 9.5
to the effect that such insurance may not be canceled, reduced or affected in
any manner without 30 days' prior written notice to the Agent.

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      9.6. RESTRICTED PAYMENTS AND RESTRICTED INVESTMENTS. The Company will not
and will not permit any Restricted Subsidiary to (a) make any Restricted
Investment or (b) pay or declare any dividend on any class of its stock or make
any other distribution on account of any class of its stock, or redeem, purchase
or otherwise acquire, directly or indirectly, any shares of its stock (all of
the foregoing described in SUBSECTION (B) above being herein called "RESTRICTED
PAYMENTS") (1) except out of Consolidated Net Earnings Available for Restricted
Payments and Restricted Investments; and (2) unless, after giving effect to any
such Restricted Investment or Restricted Payment, as the case may be, no Default
shall have occurred and be continuing.

      Notwithstanding the foregoing, the Company will not, in any event, in any
fiscal year prior to the fiscal year in which the Spin-Off is consummated and,
in the case of the fiscal year in which the Spin-Off is consummated, the portion
of the fiscal year preceding the consummation of the Spin-Off, make Restricted
Payments to or Restricted Investments in SFER or any Ineligible Subsidiary in
excess of $31,000,000 in the aggregate for each such fiscal year or portion
thereof.

      "CONSOLIDATED NET EARNINGS AVAILABLE FOR RESTRICTED PAYMENTS AND
RESTRICTED INVESTMENTS" shall mean an amount equal to

      (a) the sum of (1) $62,000,000; PLUS (2) 100% (or minus 100% in case of a
deficit) of Consolidated Net Earnings for the period (taken as one accounting
period) commencing on the Date of Closing (the "COMMENCEMENT DATE") and
terminating at the end of the last fiscal quarter preceding the date of any
proposed Restricted Investment or Restricted Payment, as the case may be; PLUS
(3) the net cash proceeds received by the Company or any Restricted Subsidiary
from the sale of any shares of its stock after the Commencement Date, except (A)
any such proceeds used as a basis for a prepayment in respect of the
then-outstanding notes issued under the Note Agreement pursuant to PARAGRAPH 4A
OR 4B thereof and (B) any proceeds from the sale of stock to the Company or any
of its Subsidiaries on or after the Commencement Date; PLUS (4) the net cash
proceeds received by the Company or any Restricted Subsidiary from the sale,
after the Commencement Date, of any convertible debt security which has been
converted into stock of the Company or a Restricted Subsidiary, except (A) any
such proceeds used as a basis for a prepayment in respect of the
then-outstanding notes issued under the Note Agreement pursuant to PARAGRAPH 4A
OR 4B thereof and (B) any proceeds from the sale of such convertible debt
security to the Company or any of its Subsidiaries; PLUS (5) any return of
capital from Unrestricted Subsidiaries or Restricted Investments received by the
Company or any Restricted Subsidiary on or after the Commencement Date, LESS

      (b) the sum of all Restricted Investments and all Restricted Payments made
on or after the Commencement Date.

      There shall not be included in Restricted Payments or in any computation
of Consolidated Net Earnings Available for Restricted Payments and Restricted
Investments (w) dividends paid or

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<PAGE>

declared by the Company or any of the Restricted Subsidiaries in respect of
stock thereof held by any Person, or distributions made to any Person, in stock
of the Company or any Restricted Subsidiary; (x) exchanges of stock of one or
more classes of the Company or any Restricted Subsidiary for common stock of the
Company or such Restricted Subsidiary, as the case may be, or for stock of the
Company or such Restricted Subsidiary, as the case may be, of the same class,
except to the extent that cash or other value is paid by the Company or a
Restricted Subsidiary in such exchange; or (y) dividends paid or declared in
respect of stock held by, or distributions made to, or redemptions, purchases or
other acquisitions of stock made from, the Company or a wholly-owned Restricted
Subsidiary. The term "stock" as used in this SECTION 9.6 shall include warrants,
options to purchase stock and redeemable rights.

      9.7. LIEN AND OTHER RESTRICTIONS. The Company will not and will not permit
any Restricted Subsidiary to:

      (a) LIENS. Create, assume or suffer to exist any Lien upon any of its
properties or assets, whether now owned or hereafter acquired, except Permitted
Encumbrances and

            (1) Liens for taxes or assessments or other governmental charges or
levies not yet due or which are being actively contested in good faith by
appropriate proceedings;

            (2) Liens (including mechanics' and materialmen's liens, landlord
liens, easements, rights-of-way or the like) incidental to the conduct of its
business or the ownership of its property and assets which are not incurred in
connection with the borrowing of money or the obtaining of advances or credit
(other than advances or credit on open account, includable in current
liabilities, for goods and services in the ordinary course of business and on
terms and conditions which are customary in the oil, gas and mineral exploration
and development business) or the guaranteeing of the obligations of another
Person, and which do not in the aggregate materially detract from the value of
its property or assets or materially impair the use thereof in the operation of
its business;

            (3) Liens for lessor's royalties, overriding royalties, net profits
interests, carried interests, reversionary interests and other similar burdens,
production sales contracts, division orders, contracts for the sale, purchase,
exchange, or processing of hydrocarbons, unitization and pooling designations,
declarations, orders and agreements, operating agreements, agreements of
development, area of mutual interest agreements, gas balancing or deferred
production agreements, processing agreements, plant agreements, pipeline
gathering and transportation agreements, injection, repressuring and recycling
agreements, salt water or other disposal agree ments, seismic or geophysical
permits or agreements, and other agreements which are customary in the oil, gas
and mineral exploration and development business or in the business of
processing gas and gas condensate production for the extraction of products
therefrom, if the net cumulative effect of such burdens does not operate to
reduce the net revenue interest of any oil and gas

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properties to less than (A) the "Net Revenue Interest" set forth in the Most
Recent Engineering Report for those oil and gas properties included in the Most
Recent Engineering Report or (B) the net revenue interest so acquired for those
oil and gas properties acquired after the date of the Most Recent Engineering
Report; PROVIDED that such Liens are not incurred in connection with the
borrowing of money or the obtaining of advances or credit (other than advances
or credit on open account, includable in current liabilities, for goods and
services in the ordinary course of business and on terms and conditions which
are customary in the oil, gas and mineral exploration and development business)
or the guaranteeing of the obligations of another Person;

            (4) Liens described in SCHEDULE II securing Debt of the Company or a
Restricted Subsidiary set forth in SCHEDULE II;

            (5) Liens existing on any real property of any Person at the time
such Person becomes a Restricted Subsidiary, or any Liens existing prior to the
time of acquisition upon any real property acquired by the Company or any
Restricted Subsidiary through purchase, merger or consolidation or otherwise,
whether or not the obligation secured by such Lien is assumed by the Company or
such Restricted Subsidiary; PROVIDED that except as otherwise permitted by
SECTION 9.7(A), any such Lien (A) shall not encumber any other property of the
Company or any Restricted Subsidiary and (B) shall not have been created or
modified in any respect in anticipation of such Person's becoming a Restricted
Subsidiary or in anticipation of the acquisition by the Company or any
Restricted Subsidiary of the real property subject thereto (other than to
reflect the assumption of such Lien or other ministerial acts relating thereto);

            (6) Liens placed on property at the time of acquisition,
construction, development or improvement thereof, or created in respect of such
property within six months after the time of acquisition thereof or the
commencement of construction, development or improvement thereof, as the case
may be, to secure all or a portion of (or to secure Debt incurred to pay all or
a portion of) the purchase price of such acquisition, or the cost of such
construction, development or improvement, as the case may be; PROVIDED that (A)
such property is not and shall not thereby become encumbered in an amount in
excess of the lesser of the cost or fair market value thereof; (B) except as
otherwise permitted in SECTION 9.7(A), any such Lien shall not encumber any
other property of the Company or a Restricted Subsidiary, and (C) any such Lien
shall not encumber property of the Company or a Restricted Subsidiary for the
purpose of securing an obligation of the Company or a Restricted Subsidiary or
securing a Guaranty by the Company or any Restricted Subsidiary in connection
with the sale, exchange, transfer or other disposition by the Company or a
Restricted Subsidiary of net profits interests; PROVIDED that the Company or a
Restricted Subsidiary may assign all or part of the proceeds of production of
property in which a net profits interest has been granted to secure its
obligation to make net profits interests payments therefrom; and PROVIDED
FURTHER that any such Lien shall not encumber any other property of the Company
or any Restricted Subsidiary;

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            (7) Liens on the capital stock of a Restricted Subsidiary acquired
after the Commencement Date by the Company or a Restricted Subsidiary and
created or assumed contemporaneously with such acquisition, to secure Debt
assumed or incurred to finance all or a part of the purchase price of such
acquisition;

            (8)   Liens on the capital stock of an Unrestricted Subsidiary;

            (9) Liens on property of the Company or a Restricted Subsidiary to
secure Debt assumed or incurred in the form of Capitalized Lease Obligations or
industrial revenue bonds, pollution control bonds or similar tax-exempt
financings; PROVIDED that any such Lien shall not encumber any property of the
Company or a Restricted Subsidiary other than the property the acquisition or
construction of which is financed or refinanced, in whole or in part, with
proceeds from such Debt;

            (10) any Lien renewing or extending any Lien permitted by CLAUSES
(4), (5), (6), (7), (8), or (9) above; PROVIDED that the principal amount of the
Debt secured thereby is not increased and such Lien is not extended to other
property; and

            (11) other Liens on any property of the Company or a Restricted
Subsidiary securing any Debt of the Company or a Restricted Subsidiary permitted
by the last sentence of SECTION 9.11.

      (b) SALE OF LESS THAN SUBSTANTIALLY ALL ASSETS. Sell, exchange, transfer
or otherwise dispose of part, but less than all or substantially all, of their
respective assets, unless

            (1) such sale, exchange, transfer or other disposition is made in
the ordinary course of business (including abandonments, farm-ins, farm-outs,
leases and subleases of developed or undeveloped properties owned or held by the
Company or any Restricted Subsidiary that are made or entered into in the
ordinary course of business, but EXCLUDING, however, any sale of net profits
interests in developed oil and gas properties); or

            (2) after giving effect to such sale, exchange, transfer or other
disposition, (A) the aggregate net book value of (i) all assets of the Company
and the Restricted Subsidiaries (including the sale of net profits interests in
developed oil and gas properties) sold, exchanged, transferred or otherwise
disposed of (on a consolidated basis) (but excluding assets sold, exchanged,
transferred or otherwise disposed of in the ordinary course of business pursuant
to SECTION 9.7(B)(1)) during the period of 12 consecutive months immediately
preceding such sale, exchange, transfer or other disposition and (ii) the assets
of all Restricted Subsidiaries, the stock of which have been sold or otherwise
disposed of pursuant to SECTION 9.7(C)(2)(A) during such 12-month period shall
not exceed 10% of Consolidated Net Tangible Assets of the Company and the
Restricted Subsidiaries as of the end of the fiscal quarter immediately
preceding or coinciding

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<PAGE>

with such sale, exchange, transfer or other disposition, and (B) the assets
described in the foregoing CLAUSE (A) shall not have contributed more than 10%
of EBITDA of the Company and the Restricted Subsidiaries for the four most
recently completed fiscal quarters taken as a single accounting period; or

            (3) after giving effect to such sale, exchange, transfer or other
disposition, (A) the aggregate net book value of (i) all assets of the Company
and the Restricted Subsidiaries (including the sale of net profits interests in
developed oil and gas properties) sold, exchanged, transferred or otherwise
disposed of (on a consolidated basis) (but excluding assets sold, exchanged,
transferred or otherwise disposed of pursuant to SECTION 9.7(B)(1) and (2))
during the period of 12 consecutive months immediately preceding such sale,
exchange, transfer or other disposition and (ii) the assets of all Restricted
Subsidiaries, the stock of which has been sold or otherwise disposed of pursuant
to SECTION 9.7(C)(2)(B) during such 12-month period, shall not exceed 10% of
Consolidated Net Tangible Assets of the Company and the Restricted Subsidiaries
as of the end of the fiscal quarter immediately preceding or coinciding with
such sale, exchange, transfer or other disposition; (B) the assets described in
the foregoing CLAUSE (A) shall not have contributed more than 10% of EBITDA for
the four most recently completed fiscal quarters taken as a single accounting
period, and (C) within six months after such sale, exchange, transfer or other
disposition, the net proceeds thereof are applied toward, or the exchange
results in, (1) the acquisition by the Company or a Restricted Subsidiary of (i)
assets which have an aggregate fair market value at least equal to the net
proceeds received by the Company and the Restricted Subsidiaries from such sale,
exchange, transfer or other disposition; (ii) if the assets so sold, exchanged,
transferred or otherwise disposed of were located in the United States of
America or Canada, the assets acquired are located in the United States of
America or Canada, and (iii) the assets so acquired are of a type usual and
customary in the oil and gas business; PROVIDED that no Liens shall at any time
exist on the assets so acquired which secure any Debt except as permitted by
SECTION 9.7(A)(1), (2), (3) OR (11) or (2) the prepayment of an aggregate
principal amount of all Obligations plus accrued interest thereon in accordance
with this Agreement or the payment of an aggregate principal amount of other
Funded Debt (other than Funded Debt subordinate in right of payment to the
Obligations) plus accrued interest and premium, if any, in either case in an
amount at least equal to the aggregate net proceeds that the Company or a
Restricted Subsidiary receives from the sale, exchange, transfer or other
disposition of such assets.

      (c) SALE OF STOCK OF RESTRICTED SUBSIDIARIES. Sell or otherwise dispose
of, or part with control of, any shares of stock of any Restricted Subsidiary,
except (1) to the Company or another wholly-owned Restricted Subsidiary and (2)
that all shares of stock of any Restricted Subsidiary at the time owned by the
Company and all Restricted Subsidiaries may be sold as an entirety for a cash
consideration which represents the fair market value (as determined in good
faith by the Board of Directors of the Company) at the time of sale of the
shares of stock so sold; PROVIDED that for purposes of this exception:

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            (A) (i) the net book value of the assets of such Restricted
Subsidiary together with (x) the net book value of the assets of any other
Restricted Subsidiary the stock of which was sold during the preceding 12-month
period and (y) the net book value of the assets of the Company and all
Restricted Subsidiaries sold, exchanged, transferred or otherwise disposed of
pursuant to SECTION 9.7(B)(2) during the preceding 12-month period, does not
represent more than 10% of Consolidated Net Tangible Assets as of the end of the
fiscal quarter immediately preceding or coinciding with such sale, exchange,
transfer or other disposition and (ii) the earnings of such Restricted
Subsidiary together with (x) the earnings of any other Restricted Subsidiary the
stock of which was sold or otherwise disposed of pursuant to the exception
described in this CLAUSE (A) during the preceding 12-month period and (y) the
earnings attributable to the assets sold, exchanged, transferred or otherwise
disposed of pursuant to SECTION 9.7(B)(2) during such 12-month period, do not
represent more than 10% of EBITDA for the four most recently completed fiscal
quarters taken as a single accounting period; and PROVIDED FURTHER that, at the
time of such sale, such Restricted Subsidiary shall not own, directly or
indirectly, any shares of stock of the Company or any other Restricted
Subsidiary unless all of the shares of stock of such other Restricted Subsidiary
owned, directly or indirectly, by the Company and all Restricted Subsidiaries
are simultaneously being sold as permitted by the exception described in this
CLAUSE (A); or

            (B) (i) the net book value of the assets of such Restricted
Subsidiary together with (x) the net book value of the assets of any other
Restricted Subsidiary the stock of which was sold during the preceding 12-month
period and (y) the net book value of the assets of the Company and any
Restricted Subsidiary sold, exchanged, transferred or otherwise disposed of
pursuant to SECTION 9.7(B)(3) during the preceding 12-month period, does not
represent more than 10% of the Consolidated Net Tangible Assets as of the end of
the fiscal quarter immediately preceding or coinciding with such sale, exchange,
transfer or other disposition; (ii) the earnings of such Restricted Subsidiary
together with (x) the earnings of any other Restricted Subsidiary the stock of
which was sold or otherwise disposed of pursuant to the exception described in
this CLAUSE (B) during the preceding 12-month period and (y) the earnings
attributable to the assets sold, exchanged, transferred or otherwise disposed of
pursuant to SECTION 9.7(B)(3) during such 12-month period, do not represent more
than 10% of EBITDA for the four most recently completed fiscal quarters taken as
a single accounting period, and (iii) within six months after such sale or other
disposition, the proceeds thereof are applied toward (i) the acquisition by the
Company or a Restricted Subsidiary of (1) assets which have an aggregate fair
market value at least equal to the net proceeds received by the Company and the
Restricted Subsidiaries from such sale or other disposition and (2) the assets
so acquired are of a type usual and customary in the oil and gas business;
PROVIDED that no Liens shall at any time exist on the assets so acquired which
secure any Debt except as permitted by SECTION 9.7(A)(1), (2), (3) OR (11), or
(ii) the prepayment of an aggregate principal amount of all Obligations in
accordance with this Agreement or the payment of an aggregate principal amount
of other Funded Debt (other than Funded Debt subordi nate in right of payment to
the Obligations) plus accrued interest and premium, if any, in either

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case in an amount at least equal to the aggregate net proceeds that the Company
or a Restricted Subsidiary receives from the sale or other disposition; and
PROVIDED FURTHER that, at the time of such sale or other disposition, such
Restricted Subsidiary shall not own, directly or indirectly, (y) any shares of
stock of the Company or any other Restricted Subsidiary unless all of the shares
of stock of such other Restricted Subsidiary owned, directly or indirectly, by
the Company and all Restricted Subsidiaries are simultaneously being sold as
permitted by the exception described in this CLAUSE (B).

      (d) MERGER AND SALE OF ALL OR SUBSTANTIALLY ALL ASSETS. Merge or
consolidate with or into any other Person or convey, exchange, transfer or
otherwise dispose of all or a substantial part of its assets (I.E., assets which
could not otherwise be disposed of pursuant to SECTION 9.7(B)(2) or (3)) to any
Person except that

            (1) any wholly-owned Restricted Subsidiary may merge with the
Company (PROVIDED that the Company shall be the continuing or surviving
corporation) or with any one or more other wholly-owned Restricted Subsidiaries;

            (2) any Restricted Subsidiary may sell, exchange, transfer or
otherwise dispose of any of its assets to the Company or to a wholly-owned
Restricted Subsidiary;

            (3) any Restricted Subsidiary may sell, exchange, transfer or
otherwise dispose of all or substantially all of its assets subject to the
conditions and provisions specified in SECTIONS 9.7(B)(2) and (3);

            (4) any Restricted Subsidiary may merge into or consolidate with any
Person which does not thereupon become a Restricted Subsidiary, subject to the
conditions and provisions specified in SECTION 9.7(C) with respect to a sale or
other disposition of the stock of such Restricted Subsidiary;

            (5) any Restricted Subsidiary may permit any Person to be merged
into such Restricted Subsidiary or may consolidate with or merge into a Person
which thereupon becomes a Restricted Subsidiary; PROVIDED that immediately after
any such merger or consolidation, no Default shall have occurred and be
continuing;

            (6) the Company may permit any Person to be merged into the Company
(such that the Company shall be the continuing or surviving corporation); and

            (7) the Company may permit any corporation to consolidate with the
Company and the Company may merge into or otherwise dispose of its assets as an
entirety or substantially as an entirety to any solvent corporation organized
under the laws of the United States of America or any state thereof and having
at least 80% of its consolidated assets located in the United States

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of America and Canada which expressly assumes in writing the due and punctual
performance of the obligations of the Company under the Credit Documents, to the
same extent as if such successor or transferee corporation had originally
executed the Credit Documents in the place of the Company (it being agreed that
such assumption shall, upon the request of any Bank and at the expense of such
successor or transferee corporation, be evidenced by the exchange of such Bank's
Note for another Note executed by such successor or transferee corporation, with
such changes in phraseology and form as may be appropriate but in substance of
like terms as the Note surrendered for such exchange and of like unpaid
principal amount, and that each Note executed pursuant to this Agreement after
such assumption shall be executed by and in the name of such successor or
transferee corporation);

PROVIDED that for purposes of SECTIONS 9.7(D)(6) and (7) immediately after such
merger, consolidation, sale or other disposition, and after giving effect
thereto, no Default shall have occurred and be continuing. As soon as
practicable, and in any event at least 75 days prior to the proposed
consummation date of any merger, consolidation, sale or other disposition
described in SECTION 9.7(D)(7), the Company shall give written notice thereof to
each Bank describing in reasonable detail the proposed transaction, the date on
which it is proposed to be consummated and the identity, jurisdiction of
organization, and geographic composition of assets of the proposed successor or
transferee corporation. No disposition by the Company of its assets as an
entirety or substantially as an entirety under SECTION 9.7(D)(7) shall release
the Company as the maker of the Notes from its liability as obligor thereon.

      (e) SALE AND LEASEBACK. Enter into any Sale and Leaseback Transaction
unless:

            (1) the net sales proceeds received by the Company or a Restricted
Subsidiary in respect of the assets sold pursuant to such Sale and Leaseback
Transaction are greater than or equal to the fair market value of the assets
sold (which determination shall be based upon a written opinion (the cost of
which shall be borne exclusively by the Company) as to valuation from an
independent valuation expert selected by the Company) and such proceeds are
concurrently applied to (A) the purchase, acquisition, development or
construction of assets having a value at least equal to such net proceeds, and
to be used in the Company's or such Restricted Subsidiary's business; PROVIDED
that no Liens shall at any time exist on such assets which secure any Debt
except as permitted by SECTION 9.7(A)(1), (2), (3) OR (11); (B) the prepayment
in accordance with this Agreement of any aggregate principal amount of all the
Obligations (plus accrued interest and premium, if any) at least equal to the
amount of such net proceeds; or (C) the payment of other Funded Debt (other than
Funded Debt subordinate in right of payment to the Obligations) in an aggregate
principal amount at least equal to the amount of such net sales proceeds; or

            (2) the Sale and Leaseback Transaction involves the sale of assets
by the Company to a wholly-owned Restricted Subsidiary or by a Restricted
Subsidiary to the Company or to another wholly-owned Restricted Subsidiary;
PROVIDED that if the Company is the seller under

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any such Sale and Leaseback Transaction, its lease obligations thereunder shall
be subordinated to the Funded Debt represented by the Notes upon terms set forth
on SCHEDULE V.

      (f) TRANSACTIONS WITH AFFILIATES. Except for the Other Transactions, or as
provided in the second paragraph of SECTION 9.6, directly or indirectly
purchase, acquire or lease any property from, or sell, transfer or lease any
property to, or otherwise deal with, in the ordinary course of business or
otherwise, (1) any Affiliate (except any employee compensation benefit plan or
any Restricted Subsidiary) or (2) any Person (other than a Restricted
Subsidiary) in which an Affiliate or the Company (directly or indirectly) owns,
beneficially or of record, 5% or more of the outstanding voting stock or similar
equity interest, except that (A) any Affiliate may be a director, officer or
employee of the Company or any Restricted Subsidiary and may be paid reasonable
compensation in connection therewith and (B) acts and transactions that would
otherwise be prohibited by this subsection may be performed or engaged in if
upon terms not less favorable to the Company or any Restricted Subsidiary than
if no relationship described in CLAUSES (1) and (2) above existed.

      (g) TAX CONSOLIDATION. Except as provided for in the Tax Allocation
Agreement or the Spin-Off Tax Indemnification Agreement, the Company will not,
and will not permit any of its Subsidiaries to, file or consent to the filing of
any consolidated income tax return with any Person unless such other Person
shall have agreed in writing with the Company that the Company's or such
Subsidiary's liability with respect to taxes as a result of the filing of any
such consolidated income tax return with such Person shall not be materially
greater, nor the receipt of any tax benefits materially less, than they would
have been had the Company and its Subsidiaries continued to file a consolidated
income tax return with the Company as the parent corporation.

      9.8. ISSUANCE OF STOCK BY RESTRICTED SUBSIDIARIES. The Company will not
permit any Restricted Subsidiary (either directly or indirectly, by the issuance
of rights or options for, or securities convertible into, such shares) to issue,
sell or otherwise dispose of any shares of any authorized but unissued or
treasury class of such Restricted Subsidiary's stock (other than directors'
qualifying shares) except to the Company or another Restricted Subsidiary.

      9.9. CONSOLIDATED NET WORTH. The Company will not permit Consolidated Net
Worth (a) on any date before January 1, 2000, to be less than $115,000,000 and
(b) on January 1, 2000 or on any date thereafter to be less than the sum of (i)
$115,000,000 plus (ii) to the extent positive, 20% of Consolidated Net Earnings
for each fiscal year beginning with the fiscal year beginning January 1, 1999
and ending on the last day of the fiscal year most recently ended.

      9.10. INTEREST COVERAGE. The Company will not permit the ratio of (a)
EBITDA for the four fiscal quarters then most recently ended to (b) Fixed
Charges on Total Debt of the Combined Group for that period to be less than 3.00
to 1.00.

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      9.11. TOTAL DEBT AND SPECIAL DEBT. The Company will not at any time
create, incur, assume or suffer to exist any Total Debt of the Combined Group
other than Total Debt of the Combined Group which does not at any time exceed
the product of (a) 3.00 times (b) Adjusted EBITDA for the four consecutive
fiscal quarters then most recently ended. Until payment in full of the
Production Payment, the Production Payment shall be the only Special Debt
outstanding, and thereafter the aggregate principal amount of Special Debt shall
not exceed 15% of Consolidated Net Worth.

      9.12. PRODUCTION PAYMENT. The Company will pay the Production Payment in
full no later than two weeks after the Date of Closing.

      Section 10. DEFAULTS.

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

      (a) the Company shall fail to pay any principal of any Loan, Reimbursement
Obligation, fee or other principal amount payable hereunder or under any other
Credit Document as and when due, or shall fail to pay any interest on any amount
hereunder or under any other Credit Document for more than three days after the
date due; or

      (b) any member of the Combined Group shall default in any payment of
principal of or interest on any other obligation for money borrowed (or any
Capitalized Lease Obligation, any obligation under a conditional sale or other
title retention agreement, any obligation issued or assumed as full or partial
payment for property whether or not secured by a purchase money mortgage or any
obligation under notes payable or drafts accepted representing extensions of
credit) beyond any period of grace provided with respect thereto; or any member
of the Combined Group shall fail to perform or observe any other agreement, term
or condition contained in any agreement under which any such obligation is
created (or if any other event thereunder or under any such agreement shall
occur and be continuing) and the effect of such failure or other event is to
cause, or to permit the holder or holders of such obligation (or a trustee on
behalf of such holder or holders) to cause, such obligation to become due prior
to any stated maturity; or any member of the Combined Group shall fail to pay
any Guaranty relating to Debt for borrowed money in accordance with its terms;
PROVIDED, in each case, that the aggregate amount of all obligations as to which
such a payment default shall occur and be continuing or such a failure or other
event causing or permitting acceleration shall occur and be continuing shall
exceed $10,000,000; or

      (c) any representation or warranty made by the Company or any of its
officers in any Credit Document or in any other writing furnished to the Agent
or any Bank in connection with

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any Credit Document shall prove to have been false or misleading in any material
respect on the date as of which it was made; or

      (d) the Company shall default in the performance of any of its obligations
under SECTIONS 9.6 through 9.12; or

      (e) the Company shall default in the performance of any of its obligations
in any Credit Document other than those specified elsewhere in this SECTION 10.1
and such default shall not be remedied within 30 days after any executive
officer of the Company obtains actual knowledge thereof; or

      (f) any member of the Combined Group shall make an assignment for the
benefit of creditors; generally fail to pay its debts as such debts become due;
or admit in writing its inability to generally pay its debts as such debts
become due; or

      (g) a Governmental Authority shall enter any decree or order for relief in
respect of any member of the Combined Group under any bankruptcy,
reorganization, compromise, arrangement, insolvency, readjustment of debt,
dissolution or liquidation or similar law of any jurisdiction, whether now or
hereafter in effect (herein called the "BANKRUPTCY LAW"); or

      (h) any member of the Combined Group shall petition or apply for or
consent to the appointment of, or taking possession by, a trustee, receiver,
custodian, sequestrator, liquidator or other similar official of or for itself
or any substantial part of its assets, or shall commence a voluntary case under
any Bankruptcy Law or any proceedings (other than proceedings for the voluntary
liquidation and dissolution of a Restricted Subsidiary) relating to any member
of the Combined Group under any Bankruptcy Law; or

      (i) any such petition or application referred to in SECTION 10.1(H) shall
be filed, or any such proceeding referred to in SECTION 10.1(H) shall be
commenced, against any member of the Combined Group and such member of the
Combined Group by any act shall indicate its approval thereof, consent thereto
or acquiescence therein; or an order, judgment or decree shall be entered
appointing any such trustee, receiver, custodian, liquidator or similar
official, or approving the petition in any such proceedings, and such order,
judgment or decree shall remain unstayed and in effect for more than 60
consecutive days; or

      (j) any order, judgment or decree shall be entered in any proceedings
against any member of the Combined Group decreeing the dissolution or
liquidation of any member of the Combined Group and such order, judgment or
decree shall remain unstayed and in effect for more than the appeal time
provided by law; or

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<PAGE>

      (k) any order, judgment or decree shall be entered in any proceedings
against any member of the Combined Group decreeing a split-up of such member of
the Combined Group which requires (1) the divestiture of assets which exceed, or
the divestiture of the stock of a Restricted Subsidiary whose assets exceed, 10%
of Consolidated Net Tangible Assets as of the end of the fiscal quarter
immediately preceding or coinciding with such divestiture or (2) the divestiture
of assets or stock of a Restricted Subsidiary which shall have contributed more
than 10% of EBITDA for the four most recently completed fiscal quarters, and
such order, judgment or decree shall remain unstayed and in effect for more than
60 consecutive days; or

      (l) any judgment or order, or series of judgments or orders, for the
payment of money in an amount in excess of $10,000,000 shall be rendered against
any member of the Combined Group and the same shall not be discharged (or
provision shall not be made for such discharge), or a stay of execution thereof
shall not be procured, within the appeal time provided by law from the date of
entry thereof, or such member of the Combined Group shall not, within said
appeal time, or such longer period during which execution of the same shall have
been stayed, appeal therefrom and cause the execution thereof to be stayed
during such appeal; or

      (m) the Company or any ERISA Affiliate shall fail to pay when due any
amount or amounts aggregating in excess of $10,000,000 which it shall have
become liable to pay with respect to any Plan; or notice of intent to terminate
a Plan or Plans (other than a multiemployer plan under Section 4001(a)(3) of
ERISA) having aggregate Unfunded Liabilities in excess of $10,000,000 shall be
filed under Title IV of ERISA by the Company or any ERISA Affiliate, any plan
administrator or any combination of the foregoing; or the PBGC shall institute
proceedings under Title IV of ERISA to terminate or to cause a trustee to be
appointed to administer any Plan or Plans (other than a multiemployer plan under
Section 4001(a)(3) of ERISA) having aggregate Unfunded Liabilities in excess of
$10,000,000 or a proceeding shall be instituted by a fiduciary of any such Plan
or Plans against the Company or any ERISA Affiliate to enforce Section 515 or
4219(c)(5) of ERISA; or the Company or any ERISA Affiliate shall incur a
complete or partial withdrawal liability under Title IV of ERISA in an annual
amount in excess of $2,000,000 (and in the aggregate $10,000,000 in connection
with any Plan; or a condition shall exist by reason of which the PBGC would be
entitled to obtain a decree adjudicating that any Plan or Plans having aggregate
Unfunded Liabilities in excess of $10,000,000 must be terminated; or there shall
occur any event or condition that might reasonably constitute grounds for the
termination of any Plan or Plans having aggregate Unfunded Liabilities in excess
of $10,000,000 or with respect to such Plan or Plans either the imposition of
any liability in excess of $10,000,000 (other than contributions in the ordinary
course) or any Lien provided under Section 4068 of ERISA securing an amount in
excess of $10,000,000 on any property of the Company or any ERISA Affiliate;
PROVIDED, HOWEVER, that any amounts owing by SFER pursuant to the Monterey ERISA
Indemnification Agreement shall be deducted from the dollar threshold amounts
set forth above in determining whether any such condition or event constitutes
an Event of Default under this paragraph; or

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      (n) one or more demands for payment is made upon the Company by SFER or
any other Person pursuant to the Spin-Off Tax Indemnification Agreement and such
demands exceed $5,000,000 in the aggregate; or

      (o) one or more demands for payment are made upon the Company by SFER or
any other Person pursuant to the Original Spin-Off Tax Indemnification
Agreement, which payments, if made, would exceed $5,000,000 in the aggregate; or

      (p)   any Change of Control shall occur;

THEREUPON: (I) the Agent may (and, if directed by the Required Banks, shall) do
any or all of the following: (a) declare the Commitments terminated (whereupon
the Commitments shall be terminated); (b) terminate any Letter of Credit
pursuant to which such termination is permitted; (c) declare the unpaid amount
of the Loans (principal and accrued and unpaid interest) and all Reimbursement
Obligations, fees and other amounts payable under the Credit Documents to be
forthwith due and payable, whereupon such amounts shall be and become
immediately due and payable, without notice (including notice of acceleration
and notice of intent to accelerate), presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly WAIVED by the Company
to the extent permitted by law; PROVIDED that in the case of the occurrence of
an Event of Default with respect to the Company referred to in SECTION 10.1(G)
through (I), the Commitments shall be automatically terminated and the unpaid
amount of the Loans (principal and accrued and unpaid interest) and all
Reimbursement Obligations, fees and all other amounts payable under the Credit
Documents shall be and become automatically and immediately due and payable,
without notice (including notice of intent to accelerate and to the extent
permitted by the law, notice of acceleration) and without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
WAIVED by the Company; and (d) require Cover for all Letter of Credit
Liabilities; (II) each Bank may exercise its rights of offset against each
account and all other property of the Company in the possession of such Bank,
which right is hereby granted by the Company to the Banks; and (III) the Agent
and each Bank may exercise any and all other rights available to them pursuant
to the Credit Documents, at law and in equity.

      Section 11. THE AGENT.

      11.1. APPOINTMENT, POWERS AND IMMUNITIES. Each Bank hereby irrevocably
appoints and authorizes the Agent to act as its agent under the Credit Documents
with such powers as are specifically delegated to the Agent by the terms
thereof, together with such other powers as are reasonably incidental thereto.
The Agent (which term as used in this SECTION 11 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 the Credit Documents and shall not by reason of any Credit Document be
a trustee or fiduciary for any Bank; (b) shall

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not be responsible to any Bank for any recitals, statements, representations or
warranties contained in any Credit Document, or in any certificate or other
document referred to or provided for in, or received by any of them under, any
Credit Document, or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Credit Document or any other document
referred to or provided for therein or any property covered thereby or for any
failure by the Company or any other Person to perform any of its obligations
thereunder; (c) shall not be required to initiate or conduct any enforcement,
litigation or collection proceedings hereunder or under any Credit Document
except to the extent requested by the Required Banks (and SECTION 11.7 shall
apply), and (d) SHALL NOT BE RESPONSIBLE TO ANY BANK FOR ANY ACTION taken or
omitted to be taken by it under any Credit Document or any other document or
instrument referred to or provided for therein or in connection therewith,
INCLUDING ANY SUCH ACTION PURSUANT TO ITS OWN NEGLIGENCE, except for its own
gross negligence or willful misconduct. The 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 with reasonable care.
Without in any way limiting any of the foregoing, each Bank acknowledges that
the Agent shall have no greater responsibility in the operation of the Letters
of Credit than is specified in the Uniform Customs and Practice of Documentary
Credits (1993 Revision, International Chamber of Commerce Publication No. 500).

      11.2. RELIANCE BY AGENT. The Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, facsimile, telegram or cable) 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 (which may be counsel
for the Company), independent accountants and other experts selected by the
Agent. As to any matters not expressly provided for by any Credit Document, the
Agent shall in all cases be fully protected in acting, or in refraining from
acting, in accordance with instructions of the Required Banks, and any action
taken or failure to act pursuant thereto shall be binding on all of the Banks.


      11.3. DEFAULTS. The Agent shall not be deemed to have knowledge of the
occurrence of a Default (other than the nonpayment of Loans, Reimbursement
Obligations, Commitment Fee or Letter of Credit Fee) unless it has received
notice from a Bank or the Company specifying such Default and stating that such
notice is a "Notice of Default". In the event that the Agent receives such a
notice of the occurrence of a Default, the Agent shall give prompt notice
thereof to the Banks (and shall give each Bank prompt notice of each such
nonpayment). The Agent shall (subject to SECTIONS 11.7 and 12.5) take such
action with respect to such Default as shall be directed by all Banks or the
Required Banks, as appropriate, and within its rights under the Credit Documents
and at law or in equity; PROVIDED that, unless and until the Agent shall have
received such directions, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, permitted hereby with respect
to such Default as it shall deem advisable in the best interests of the Banks
and within its rights under the Credit Documents, at law or in equity, and shall
be fully protected in doing so.

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      11.4. RIGHTS AS A BANK. With respect to its Commitment, Loans and Letter
of Credit Liabilities, Chase in its capacity as a Bank hereunder shall have the
same rights and powers under the Credit Documents as any other Bank and may
exercise the same as though it were not acting as the Agent, and the term "Bank"
or "Banks" shall, unless the context otherwise indicates, include the Agent in
its individual capacity. The Agent may (without having to account therefor to
any Bank) accept deposits from, lend money to and generally engage in any kind
of banking, trust, letter of credit, agency or other business with the Company
(and any of its Affiliates) as if it were not acting as the Agent, and the Agent
may accept fees and other consideration from the Company and its Affiliates (in
addition to the fees heretofore agreed to between the Company and the Agent) for
services in connection with this Agreement or otherwise without having to
account for the same to the Banks. Without limiting the rights and remedies of
the Banks specifically set forth herein, no other Bank by virtue of being a Bank
hereunder shall have any interest in any such activities, any present or future
guaranty by or for the account of the Company, any present or future offset
exercised by the Agent in respect of any such other activities, or any present
or future property at any time taken as security for any such other activities;
provided, however, that if any payment in respect of such guaranties or such
property or the proceeds thereof shall be applied to the Obligations, then each
Bank shall be entitled to share in such application pro rata according to its
portion of the Obligations.

      11.5. INDEMNIFICATION. THE BANKS SHALL INDEMNIFY THE AGENT AND EACH OTHER
INDEMNIFIED PERSON (TO THE EXTENT NOT REIMBURSED UNDER SECTION 12.3 OR 12.4, BUT
WITHOUT LIMITING THE OBLIGATIONS OF THE COMPANY UNDER SAID SECTIONS 12.3 AND
12.4), RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENT PERCENTAGES, FOR
ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND AND NATURE
WHATSOEVER (INCLUDING THE CONSEQUENCES OF THE NEGLIGENCE OF THE AGENT OR ANY
OTHER INDEMNIFIED PERSON) WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED
AGAINST THE AGENT OR ANY INDEMNIFIED PERSON IN ANY WAY RELATING TO OR ARISING
OUT OF ANY CREDIT DOCUMENT (AS DEFINED HEREIN) OR ANY OTHER DOCUMENTS
CONTEMPLATED BY OR REFERRED TO THEREIN OR THE TRANSACTIONS CONTEMPLATED BY ANY
CREDIT DOCUMENT (INCLUDING THE COSTS AND EXPENSES WHICH THE COMPANY IS OBLIGATED
TO PAY UNDER SECTIONS 12.3 AND 12.4 BUT EXCLUDING, UNLESS A DEFAULT HAS OCCURRED
AND IS CON TINUING, NORMAL ADMINISTRATIVE COSTS AND EXPENSES INCIDENT TO THE
PERFORMANCE OF ITS DUTIES UNDER THE CREDIT DOCUMENT) OR THE ENFORCEMENT OF ANY
OF THE TERMS OF ANY CREDIT DOCUMENT OR OF ANY 

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SUCH OTHER DOCUMENTS; PROVIDED THAT NO BANK 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. The obligations of the Banks under
this SECTION 11.5 shall survive the termination of this Agreement.

      11.6. NON-RELIANCE ON THE AGENT AND OTHER BANKS. Each Bank agrees that it
has received current financial information with respect to the Company and its
Subsidiaries and that it has, independently and without reliance on the Agent or
any other Bank and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Company and decision to enter
into this Agreement and that it will, independently and without reliance upon
the Agent or any other Bank, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Credit Documents. The Agent
shall not be required to keep itself informed as to the performance or
observance by the Company of any Credit Document or any other document referred
to or provided for therein or to inspect the property or books of the Company or
any other Person. Except for notices, reports and other documents and
information expressly required to be furnished to the Banks by the Agent under
the Credit Documents, the Agent shall not have any duty or responsibility to
provide any Bank with any credit or other information concerning the affairs,
financial condition or business of the Company (or any of its Affiliates) which
may come into the possession of the Agent.

      11.7. FAILURE TO ACT. Except for action expressly required of the Agent
under the Credit Documents, the Agent shall in all cases be fully justified in
failing or refusing to act under the Credit Documents unless it shall have
received further assurances to its satisfaction by the Banks of their
indemnification obligations under SECTION 11.5 against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action.

      11.8. RESIGNATION OR REMOVAL OF THE AGENT. Subject to the appointment and
acceptance of a successor Agent as provided below, the Agent may resign at any
time by giving notice thereof to the Banks and the Company, and the Agent may be
removed at any time with or without cause by the Required Banks. Upon any such
resignation or removal, the Required Banks shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Banks and shall have accepted such appointment within 30 days after the
retiring Agent's giving of notice of resignation or the Required Banks' removal
of the retiring Agent, the retiring Agent may, on behalf of the Banks, appoint a
successor Agent. Any successor Agent shall be a bank which has an office in the
United States and a combined capital and surplus of at least $250,000,000 and
with its deposits insured by the FDIC. Upon the acceptance of any such
appointment, the successor Agent shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations under the Credit
Documents. Such successor Agent shall promptly specify 

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its Principal Office referred to in SECTIONS 3.1 and 5.1 by notice to the
Company and the Banks. After any retiring Agent's resignation or removal
hereunder as the 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 Agent.

      Section 12. MISCELLANEOUS.

      12.1. WAIVER. No waiver of any Default shall be a waiver of any other
Default. No failure on the part of the Agent or any Bank to exercise and no
delay in exercising, and no course of dealing with respect to, any right, power
or privilege under any Credit Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege thereunder
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided in the Credit Documents are
cumulative and not exclusive of any remedies provided by law or in equity.

      12.2. NOTICES. All notices and other communications provided for in the
Credit Documents (including any modifications of, or waivers or consents under,
this Agreement) shall be in writing and (a) delivered against receipt therefor,
(b) sent by overnight courier (such as Federal Express), charges prepaid, (c)
mailed by registered or certified mail, return receipt requested, postage
prepaid, or (d) given or made by telegraph, telecopy (confirmed by mail), cable
or other writing, in each case addressed 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 the Company and the Agent given in accordance with this SECTION
12.2. Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly given when delivered; on the Business Day
following delivery to an overnight courier; when transmitted before 5 p.m. on a
Business Day by telecopier or delivered to the telegraph or cable office (when
transmitted after 5 p.m. on a Business Day, at 9 a.m. on the next Business Day);
or on the second Business Day after its deposit in the mails; PROVIDED, HOWEVER,
that notices required or permitted by SECTION 5.5 shall be effective only when
actually received by the Agent. Actual notice shall always be effective.

      12.3. EXPENSES. Whether or not any Loan is ever made or any Letter of
Credit ever issued, the Company shall pay or reimburse on demand each of the
Banks and the Agent for paying: (a) the reasonable fees and expenses of Liddell,
Sapp, Zivley, Hill & LaBoon, L.L.P., special counsel to the Agent, in connection
with (1) the preparation, execution and delivery of the Credit Documents
(including exhibits and schedules) and the making of the Loans and the issuance
of Letters of Credit hereunder and (2) any modification, supplement or waiver of
any of the terms of any Credit Document; (b) all reasonable out-of-pocket costs
and expenses of the Banks or the Agent (including reasonable counsels' fees) in
connection with any Event of Default or the enforcement of any Credit Document;
(c) all transfer, stamp, documentary or other similar taxes, assessments or
charges levied by any governmental or revenue authority in respect of any Credit
Document or any other document referred to therein; (d) all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing or
registration contemplated by any Credit

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Document or any document referred to therein; and (e) reasonable expenses of due
diligence and syndication, and mutually agreed advertising and marketing costs.

      12.4. INDEMNIFICATION.

      (I) TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL INDEMNIFY
THE AGENT (INCLUDING THE AGENT WHEN ACTING AS ISSUER OF LETTERS OF CREDIT), EACH
BANK AND EACH OTHER INDEMNIFIED PERSON FROM, AND HOLD EACH OF THEM HARMLESS
AGAINST, ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES, CLAIMS OR DAMAGES TO
WHICH ANY OF THEM MAY BECOME SUBJECT, REGARDLESS OF AND INCLUDING LOSSES,
LIABILITIES, COSTS, EXPENSES, CLAIMS AND DAMAGES ARISING FROM THE NEGLIGENCE OF
THE AGENT OR THE BANKS OR ANY OTHER INDEMNIFIED PERSON, INSOFAR AS SUCH LOSSES,
LIABILITIES, COSTS, EXPENSES, CLAIMS OR DAMAGES ARISE OUT OF OR IN CONNECTION
WITH (A) ANY ACTUAL OR PROPOSED USE BY THE COMPANY OF THE PROCEEDS OF ANY
EXTENSION OF CREDIT UNDER THIS AGREEMENT; (B) ANY BREACH BY THE COMPANY OF ANY
CREDIT DOCUMENT (AS DEFINED HEREIN); (C) ANY VIOLATION BY THE COMPANY OR ANY OF
ITS SUBSIDIARIES OF ANY LEGAL REQUIREMENT, INCLUDING, WITHOUT LIMITATION,
APPLICABLE ENVIRONMENTAL LAWS; (D) ANY ENVIRONMENTAL CLAIMS OR (E) ANY
INVESTIGATION, LITIGATION OR OTHER PROCEEDING (INCLUDING ANY THREATENED
INVESTIGATION OR PROCEEDING) RELATING TO ANY OF THE FOREGOING, AND THE COMPANY
SHALL REIMBURSE EACH INDEMNIFIED PERSON, UPON DEMAND, FOR ANY EXPENSES
(INCLUDING REASONABLE LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH
INVESTIGATION OR PROCEEDING; BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS,
DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH INDEMNIFIED PERSON BY REASON OF THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON.

      (II) TO THE EXTENT PERMITTED BY LAW, THE COMPANY SHALL INDEMNIFY THE AGENT
(INCLUDING THE AGENT WHEN ACTING AS ISSUER OF LETTERS OF CREDIT), AND EACH OTHER
INDEMNIFIED PERSON FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL
LOSSES, LIABILITIES, COSTS, EXPENSES, CLAIMS OR DAMAGES TO WHICH ANY OF THEM MAY
BECOME SUBJECT, REGARDLESS OF AND INCLUDING LOSSES, LIABILITIES, COSTS,
EXPENSES, CLAIMS AND DAMAGES ARISING FROM THE NEGLIGENCE OF THE AGENT OR THE
BANKS OR ANY OTHER INDEMNIFIED PERSON, IN CONNECTION WITH THE EXECUTION AND
DELIVERY OR TRANSFER OF OR 

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PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, INCLUDING, WITHOUT
LIMITATION, ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES WHICH
THE AGENT, OR SUCH OTHER INDEMNIFIED PERSON, AS THE CASE MAY BE, MAY INCUR
(WHETHER INCURRED AS A RESULT OF ITS OWN NEGLIGENCE OR OTHERWISE) BY REASON OF
OR IN CONNECTION WITH THE FAILURE OF ANY OTHER BANK (WHETHER AS A RESULT OF ITS
OWN NEGLIGENCE OR OTHERWISE) TO FULFILL OR COMPLY WITH ITS OBLIGATIONS TO THE
AGENT OR ANY BANK, AS THE CASE MAY BE, WITH RESPECT TO SUCH LETTER OF CREDIT
HEREUNDER (BUT NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHTS THE COMPANY MAY
HAVE AGAINST SUCH DEFAULTING BANK); BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES,
CLAIMS, DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH INDEMNIFIED PERSON BY REASON
OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PERSON.

      (III) The obligation of the Company to provide indemnification under this
SECTION 12.4 for fees and expenses of counsel shall be limited to the reasonable
fees and expenses of one counsel in each jurisdiction representing all of the
Persons entitled to such indemnification, except to the extent that, in the
reasonable judgment of any such Indemnified Person, the existence of actual or
potential conflicts of interest make representation of all of such indemnified
Persons by the same counsel inappropriate; in such a case, the Person exercising
such judgment shall be indemnified for the reasonable fees and expenses of its
separate counsel to the extent provided in this SECTION 12.4 without giving
effect to the first clause of this sentence. Nothing in this SECTION 12.4 is
intended to limit the obligations of the Company under any other provision of
this Agreement.

      12.5. AMENDMENTS, ETC. No amendment or waiver of any provision of any
Credit Document, nor any consent to any departure by the Company therefrom,
shall in any event be effective unless the same shall be agreed or consented to
by the Required Banks and the Company, as appropriate, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; PROVIDED that no amendment, waiver or consent shall,
unless in writing and signed by each Bank affected thereby, do any of the
following: (a) increase the Commitment of any of the Banks or subject any Bank
to any additional obligation; (b) reduce the principal of, or interest on, any
Loan, Reimbursement Obligation, fee or other sum to be paid under any Credit
Document; (c) postpone any scheduled date fixed for any payment of principal of,
or interest on, any Loan, Reimbursement Obligation, fee or other sum to be paid
under any Credit Document; (d) change the percentage of the Aggregate
Commitment, or of the aggregate unpaid principal amount of any of the Loans, or
the number of Banks, which shall be required for the Banks or any of them to
take any action under this Agreement or any other Credit Document; or (e) change
any provision contained in SECTIONS 2.3, 5.2, 5.7, 6, 12.3 or 12.4 or this

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SECTION 12.5. Anything in this SECTION 12.5 to the contrary, no amendment,
waiver or consent shall be made with respect to SECTION 11 without the consent
of the Agent.


      12.6. SUCCESSORS AND ASSIGNS.

            (a) This Agreement and the other Credit Documents shall be binding
upon and inure to the benefit of the Company, the Agent and the Banks and their
respective successors and assigns. The Company may not assign or transfer any of
its rights or obligations under any of the Credit Documents without the prior
written consent of all of the Banks.

            (b) Each Bank may sell participations to any Person in all or part
of its Loans, Reimbursement Obligations, Note and Commitment, in which event,
without limiting the foregoing, the provisions of SECTION 6 shall inure to the
benefit of each purchaser of a participation and the PRO RATA treatment of
payments, as described in SECTION 5.2, shall be determined as if such Bank had
not sold such participation. In the event any Bank shall sell any participation,
(1) the Company, the Agent and the other Banks shall continue to deal solely and
directly with such selling Bank in connection with such selling Bank's rights
and obligations under the Credit Documents (including the Note held by such
selling Bank); (2) such Bank shall retain the sole right and responsibility to
enforce the obligations of the Company under the Credit Documents, including the
right to approve any amendment, modification or waiver of any provision of this
Agreement or any other Credit Document other than amendments, modifications or
waivers with respect to (A) any fees payable hereunder to the Banks and (B) the
amount of principal or the rate of interest payable on, or the dates fixed for
the scheduled repayment of principal of, the Loans, Reimbursement Obligations
and other sums to be paid to the Banks under the Credit Documents, and (3) the
Company agrees, to the fullest extent it may effectively do so under applicable
law, that any participant of a Bank may exercise all rights of set-off, bankers'
lien, counterclaim or similar rights with respect to such participation as fully
as if such participant were a direct holder of Loans and Reimbursement
Obligations if such Bank has previously given notice of the sale of such
participation to the Company.

            (c) Each Bank may assign to one or more Banks or Eligible Assignees
all or a portion of its interests, rights and obligations under this Agreement
and the other Credit Documents (including all or a portion of its Commitment and
the same portion of the Loans and Letter of Credit Advances at the time owing to
it and of its outstanding Letter of Credit Liabilities at the time and the Note
held by it); PROVIDED THAT (1) other than in the case of an assignment to a
Person at least 50% owned by the assignor Bank, or by a common parent of both,
or to another Bank, the Agent and the Company must give their respective prior
written consent, which consent will not be unreasonably withheld; (2) the
aggregate amount of the Commitment, Loans and outstanding Letter of Credit
Liabilities of the assigning Bank subject to each such assignment (determined as
of the date the Assignment Agreement with respect to such assignment is
delivered to the Agent) shall in no event be less than $10,000,000 (or
$1,000,000 in the case of an 

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assignment between Banks) (except for certain exceptions approved by the Company
and the Agent or where all of a Bank's Commitment, Loans and outstanding Letter
of Credit Liabilities are being assigned) and shall be in an amount that is an
integral multiple of $1,000,000 (except for certain exceptions approved by the
Company and the Agent or where all of a Bank's Commitment, Loans and outstanding
Letter of Credit Liabilities are being assigned); and (3) the parties to each
such assignment shall execute and deliver to the Agent, for its acceptance and
recording in its records, an Assignment Agreement with blanks appropriately
completed, together with the Note subject to such assignment and a processing
and recordation fee of $2,500 (for which the Company shall have no liability
except in the case of assignments required by the Company pursuant to SECTION
6.1, 6.3, 6.6 or 6.7, in which case such fee shall be paid by the Company). Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment Agreement, which shall be at least five
Business Days after the date of execution thereof (unless otherwise agreed by
the parties thereto and the Agent), (A) the assignee thereunder shall be a party
to this Agreement and, to the extent provided in such Assignment Agreement, have
the rights and obligations of a Bank under the Credit Documents, and (B) the
Bank making such assignment shall, to the extent provided in such Assignment
Agreement, be released from its obligations under this Agreement and the other
Credit Documents (and, in the case of an Assignment Agreement covering all or
the remaining portion of an assigning Bank's rights and obligations under this
Agreement, such Bank shall cease to be a party hereto) but shall be entitled to
the benefit of this Agreement and the other Credit Documents for matters
occurring during the time it was a Bank under this Agreement.

            (d) By executing and delivering an Assignment Agreement, the
assigning Bank and the assignee thereunder confirm to and agree with each other
and the other parties to this Agreement as follows: (1) other than the
representation and warranty that it is the legal and beneficial owner of the
interest being assigned thereby free and clear of any adverse claim, such
assigning Bank makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with any Credit Document or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Credit Document; (2)
such assigning Bank makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the
performance or observance by the Company of any of its obligations under any
Credit Document; (3) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements of the Company
previously delivered by the Company in accordance herewith and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment Agreement; (4) such assignee
will, independently and without reliance upon the Agent, such assigning Bank or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Documents; (5) such assignee appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Credit Documents as are delegated to the Agent by the
terms 

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hereof, together with such powers as are reasonably incidental thereto, and (6)
such assignee agrees that it will perform in accordance with their terms all
obligations that by the terms of the Credit Documents are required to be
performed by it as a Bank.

            (e) The Agent shall maintain at its office a copy of each Assignment
Agreement delivered to it and a record of the names and addresses of the Banks
and the Commitment of, and the principal amount of the Loans and Letter of
Credit Advances owing to, and the outstanding Letter of Credit Liabilities of,
each Bank from time to time. The entries in such record shall be conclusive, in
the absence of manifest error, and the Company, the Agent and the Banks may
treat each Person the name of which is recorded therein as a Bank hereunder for
all purposes of the Credit Documents. Such records shall be available for
inspection by the Company or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

            (f) Upon its receipt of an Assignment Agreement executed by an
assigning Bank and the assignee thereunder together with the Note subject to
such assignment, any required consent to such assignment and the fee payable in
respect thereto, the Agent shall, if such Assignment Agreement has been
completed with blanks appropriately filled, (1) accept such Assignment
Agreement; (2) record the information contained therein in its records, and (3)
give prompt notice thereof to the Company. Contemporaneously with the receipt by
the Agent of an Assignment Agreement, the Company, at its own expense, shall
execute and deliver to the Agent in exchange for each surrendered Note a new
Note payable to the order of such assignee in an amount equal to the Commitment
and/or Loans assumed by it pursuant to such Assignment Agreement and, if the
assigning Bank has retained any Commitment and/or Loans hereunder, a new Note
payable to the order of the assignor Bank in an amount equal to the Commitment
and/or Loans retained by it. Such new Notes shall be in an aggregate face amount
equal to the face amount of each surrendered Note, shall be dated the effective
date of such Assignment Agreement and shall otherwise be in substantially the
form of the surrendered Note. Thereafter, the surrendered Note shall be marked
canceled and returned to the Company.

            (g) Any Bank may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this SECTION 12.6, disclose
to the assignee or participant or proposed assignee or participant any
information relating to the Company furnished to such Bank by or on behalf of
the Company.

            (h) Notwithstanding anything herein to the contrary, each Bank may
pledge and assign all or any portion of its rights and interests under the
Credit Documents to any Federal Reserve Bank. No such assignment shall release
the assigning Bank from its obligations hereunder.

            (i) All transfers of any interest in any Note hereunder shall be in
compliance with all federal and state securities laws, if applicable.
Notwithstanding the foregoing sentence, 

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however, the parties to this Agreement do not intend that any transfer under
this SECTION 12.6 be construed as a "purchase" or "sale" of a "security" within
the meaning of any applicable federal or state securities laws.

            (j) Notwithstanding any other provision of this SECTION 12.6 (except
SUBSECTION (H)), Chase and its Affiliates may not make any assignment of their
rights hereunder which would reduce their aggregate Commitment Percentages below
10%.

      12.7. SURVIVAL; TERMINATION; REINSTATEMENT.

            (a) In addition to the other provisions of the Credit Documents
expressly stated to survive the termination of this Agreement, the obligations
of the Company under SECTIONS 6, 12.3 and 12.4 and the last sentence of this
SECTION 12.7 and the obligations of the Banks under SECTIONS 11.5, 12.8 and
12.12 shall survive the termination of this Agreement.

            (b) This Agreement shall terminate upon (i) the full and final
payment of all Notes and Reimbursement Obligations, (ii) the expiry of all
Letters of Credit, (iii) the termination of all Commitments and (iv) the payment
of all non-contingent amounts due under the Credit Documents. Notwithstanding
the foregoing, if all conditions to the termination of this Agreement set forth
in this SECTION 12.7(B) shall have been satisfied other than the expiry of all
Letters of Credit, and all outstanding Letters of Credit shall have been fully
Covered or shall be backed by a letter of credit in Proper Form issued by an
issuer acceptable to the Issuer in its sole discretion, the Company shall in
such event no longer be required to comply with SECTION 9.

            (c) If at any time all or any part of any payment previously applied
by the Agent or any Bank to any Loan, Reimbursement Obligation or other sum
hereunder is or must be returned by or recovered from the Agent or such Bank for
any reason (including the order of any bankruptcy court), to the extent
permitted by law, the Credit Documents shall automatically be reinstated to the
same effect as if such prior application had not been made, and the Company
shall indemnify the Agent or such Bank against, and save and hold the Agent and
such Bank harmless from, any required return by or recovery from the Agent or
such Bank of any such payment because of its being deemed preferential under any
applicable Legal Requirement or for any other reason.

      12.8. LIMITATION OF INTEREST. The parties to the Credit Documents intend
to strictly comply with all applicable laws, including applicable usury laws.
Accordingly, the provisions of this SECTION 12.8 shall govern and control over
every other provision of any Credit Document which conflicts or is inconsistent
with this SECTION 12.8, even if such provision declares that it controls. To the
maximum extent permitted by applicable law, (a) any non-principal payment shall
be characterized as an expense or as compensation for something other than the
use, forbearance or detention of money and not as interest and (b) all interest
at any time contracted for, taken, 

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reserved, retained, charged or received shall be amortized, prorated, allocated
and spread, in equal parts, during the full term of the Loans and the
Commitments. In no event shall the Company or any other Person be obligated to
pay, or the Agent or any Bank have any right or privilege to reserve, take,
receive or retain, any interest in excess of the maximum amount of nonusurious
interest permitted under applicable law. If the term of any of the Notes is
shortened by reason of acceleration of maturity as a result of any Default or by
any other cause, or by reason of any required or permitted prepayment, and if
for that (or any other) reason the Agent or any Bank at any time, including the
stated maturity, is owed or receives (and/or has reserved, taken or received)
interest in excess of interest calculated at the Highest Lawful Rate, then and
in any such event all of any such excess interest shall be canceled
automatically as of the date of such accelera tion, prepayment or other event
which produces the excess, and, if such excess interest has been paid to the
Agent or such Bank, it shall be credited PRO TANTO against the then-outstanding
principal balance of the Company's obligations to the Agent or such Bank,
effective as of the date or dates when the event occurs which causes it to be
excess interest, until such excess is exhausted or all of such principal has
been fully paid and satisfied, whichever occurs first, and any remaining balance
of such excess shall be promptly refunded to its payor.

      12.9. CAPTIONS. Captions and section headings appearing in the Credit
Documents are included solely for convenience and shall not be considered in
construing the Credit Documents.

      12.10. COUNTERPARTS. Each Credit Document may be executed in any number of
identical counterparts, and by the parties on separate counterparts, and each
counterpart, when so executed and delivered, shall constitute an original
instrument, and all such separate counterparts together shall constitute but one
and the same agreement.

      12.11.GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

      (A) EXCEPT TO THE EXTENT OTHERWISE SPECIFIED IN THE CREDIT DOCUMENTS, EACH
CREDIT DOCUMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK (TO THE EXTENT PERMITTED BY LAW, OTHER THAN ITS
CONFLICT OF LAW RULES) AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA. ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE COMPANY HEREBY IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE
COMPANY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CT CORPORATION
SYSTEM, WITH OFFICES ON THE DATE HEREOF AT 1633 BROADWAY, NEW YORK, 

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NEW YORK 10019 AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND
ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF
ANY AND ALL LEGAL PROCESS, SUMMONSES, NOTICES AND DOCUMENTS WHICH MAY BE SERVED
IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND
AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH OR THE COMPANY DESIRES TO
DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT, THE COMPANY AGREES TO DESIGNATE A
NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK, NEW YORK ON THE TERMS AND FOR THE
PURPOSES OF THIS PROVISION SATISFACTORY TO THE AGENT UNDER THIS AGREEMENT. THE
COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE COMPANY AT ITS
ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE
TEN DAYS AFTER SUCH MAILING. NOTHING IN THIS AGREEMENT SHALL AFFECT THE RIGHT OF
THE AGENT, ANY BANK OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO THE EXTENT PERMITTED BY LAW TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE TO PROCEED AGAINST THE COMPANY IN ANY OTHER
JURISDICTION.

      (B) TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES TO THIS AGREEMENT
HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE IN ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN
THE NEW YORK COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY
SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

      (C) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT
OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED BY ANY CREDIT DOCUMENT.

      12.12.CONFIDENTIALITY. Each Bank agrees to exercise its best efforts to
keep any information delivered or made available by the Company to it (including
any information obtained pursuant to SECTION 9.1) which is clearly indicated to
be confidential information, confidential from anyone other than Persons
employed or retained by such Bank who are or are expected to 

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become engaged in evaluating, approving, structuring or administering the Loans
or the Letters of Credit; PROVIDED that nothing herein shall prevent any Bank
from disclosing such information (a) to any other Bank, (b) pursuant to subpoena
or upon the order of any court or administrative agency, (c) upon the request or
demand of any regulatory agency or authority having jurisdiction over such Bank,
(d) which has been publicly disclosed, (e) to the extent reasonably required in
connection with any litigation to which the Agent, any Bank, or their respective
Affiliates may be a party, (f) to the extent reasonably required in connection
with the exercise of any remedy hereunder or under any other Credit Document,
(g) to such Bank's legal counsel and independent auditors and (h) to any actual
or proposed participant or assignee of all or part of its rights hereunder which
has agreed in writing to be bound by the provisions of this SECTION 12.12. Each
Bank will promptly notify the Company of any information that it is required or
requested to deliver pursuant to CLAUSE (B) OR (C) of this SECTION 12.12 and, if
the Company is not a party to any such litigation, CLAUSE (E) of this SECTION
12.12.

      12.13.ENTIRE AGREEMENT. This Agreement and the other Credit Documents
embody the entire agreement among the parties with respect to their subject
matter and supersede all prior proposals, agreements and understandings related
to the subject matter of this Agreement and the other Credit Documents.

      12.14.BORROWING BY SFER.

      At any time or from time to time during the period and subject to the
terms and conditions specified in APPENDIX A to this Agreement, but no later
than the closing date of the IPO, SFER may obtain Loans from the Banks under
SECTION 2.1 (but not the issuance of Letters of Credit under SECTION 2.2), as if
it were (and in place of) the Company. THE COMPANY RECOGNIZES THAT IT SHALL HAVE
NO RIGHT TO OBTAIN ANY LOAN OR LETTER OF CREDIT UNDER THIS AGREEMENT OR THE
NOTES UNLESS AND UNTIL THE OCCURRENCE OF THE RELEASE DATE (AS DEFINED IN
APPENDIX A). All Loans to SFER shall be evidenced by notes executed by SFER,
payable to the order of the Banks. By their signatures on the signature pages
hereof, the Company, the Agent and the Banks agree to all terms and conditions
of said APPENDIX A, which is hereby incorporated in this Agreement by this
reference as fully as if set forth at length at this place. SECTION 1.1
notwithstanding, as used in APPENDIX A but not elsewhere in this Agreement,
terms defined in APPENDIX A shall have the meanings therein ascribed to them.
Upon the occurrence of the Release Date (as defined in APPENDIX A), (a) this
SECTION 12.14 and APPENDIX A shall each be null and void and of no further force
or effect and cease to form any part of this Agreement, (b) no Bank shall have
any further Commitment to SFER, and (c) SFER shall have no right to obtain Loans
or further obligations to the Agent or the Banks under this Agreement or
APPENDIX A.

      12.15.CONSTRUCTION. The parties agree that this Agreement and the other
Credit Documents were negotiated agreements and accordingly no presumption shall
attach based on the identity of the drafting party.

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      12.16.SEVERABILITY. Whenever possible, each provision of the Credit
Documents shall be interpreted in such manner as to be effective and valid under
applicable law. If any provision of any Credit Document shall be invalid,
illegal or unenforceable in any respect under any applicable law, the validity,
legality and enforceability of the remaining provisions of such Credit Document
shall not be affected or impaired thereby.

      12.17.WAIVER. The Banks consent to Chase's serving as Agent under the
Credit Agreement of even date herewith by and among Santa Fe Energy Resources,
Inc., the financial institutions party thereto and Chase as the Agent (as
amended, modified, supplemented and restated and from time to time in effect the
"SANTA FE CREDIT AGREEMENT"), WAIVE any conflict of interest in connection
therewith, and agree that Chase may exercise its rights and remedies as the
Agent under this Agreement and under the Santa Fe Credit Agreement and at law,
all as Chase may in its sole discretion deem appropriate.

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<PAGE>

      IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be duly executed and delivered.


                                MONTEREY RESOURCES, INC.,
                                 a Delaware corporation

                                By: /s/ TERRY L. ANDERSON
                                        Terry L. Anderson, Secretary

                                Address for Notices:

                                Monterey Resources, Inc.
                                5201 Truxtun Avenue, Suite 100
                                Bakersfield, California 93309
                                Telecopy: (805) 633-3191
                                Attention: Treasurer

                                86

<PAGE>

                                THE CHASE MANHATTAN BANK,
                                 individually and as Administrative Agent

                                By: /s/ MARTHA FETNER
                                        Vice President

                                Address for Notices:
Domestic and Eurodollar
Lending Offices:                The Chase Manhattan Bank
                                c/o Texas Commerce Bank National Association
                                707 Travis, 5 TCBN-86
COMMITMENT:  $75,000,000        Houston, Texas 77002
                                Telephone: (713) 216-4316
                                Telecopy: (713) 216-4117
                                Attention: James C. Nicholas

                                The Chase Manhattan Bank
                                1 Chase Manhattan Plaza, 3rd Floor
                                New York, New York 10081
                                Telephone:  (212) 552-3165
                                Telecopy:  (212) 552-1687
                                Attention:  David R. D'Amico, Operations Officer

                                       87

<PAGE>

PRICING SCHEDULE

APPENDIX A

EXHIBITS:

A - Form of Note
B - Form of Request for Extension of Credit 
C - Form of Assignment Agreement 
D - Form of Application 
E - Form of Rate Designation Notice

SCHEDULES:

I   - Restricted and Unrestricted Subsidiaries
II  - Liens and Funded Debt
III - Opinion of Andrews & Kurth L.L.P.
IV  - Opinion of Terry L. Anderson
V   - Subordination Provisions
VI  - Jurisdictions for which Certificates are to be Provided

                                      88