<PAGE>
 

                   ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


           1.2.  GUARANTY AGREEMENT DATED DECEMBER 20, 1996 BETWEEN 
                 UNIVERSAL SEISMIC ASSOCIATES, INC. AND RIMCO.
<PAGE>
 
                              GUARANTY AGREEMENT

     This GUARANTY AGREEMENT dated as of December 20, 1996 is from UNIVERSAL 
SEISMIC ASSOCIATES, INC., a Delaware corporation ("USA"), to RIMCO PARTNERS, 
L.P., a Delaware limited partnership, RIMCO PARTNERS, L.P. II, a Delaware 
limited partnership, RIMCO PARTNERS, L.P. III, a Delaware limited partnership, 
and RIMCO PARTNERS, L.P. IV, a Delaware limited partnership (collectively, the 
"NOTEHOLDERS").

                             PRELIMINARY STATEMENT

     The Noteholders have entered into a Note Purchase Agreement dated as of 
December 20, 1996 (said Agreement, as it may hereafter be amended or otherwise 
modified from time to time, being the "NOTE AGREEMENT") with UNEXCO, INC. (the 
"COMPANY"), a wholly-owned subsidiary of USA, whereby the Noteholders have 
purchased from the Company its 12% Senior Secured General Obligation Notes in 
the maximum aggregate principal amount of $4,000,000 (such notes, together with
all substitutions, replacements, extensions, modifications and restatements 
thereof, being referred to herein, collectively as the "Notes").  It is a 
condition precedent to the obligation of the Noteholders to make Advances under 
the Note Agreement that the Guarantor shall have executed and delivered this 
Agreement.  USA has determined that it will receive a substantial benefit if 
Advances are made to the Company under the Note Agreement.

     In consideration of the premises and other good and valuable consideration,
USA and the Noteholders agree as follows:

                                   ARTICLE I
                               DEFINITION, ETC.

     SECTION 1.01.  CERTAIN DEFINED TERMS.  Capitalized terms used in this 
Agreement and not otherwise defined herein shall have the respective meanings 
set forth in the Note Agreement and the Annex A attached thereto (such meanings 
to be equally applicable to both singular and plural forms of the terms 
defined).

     SECTION 1.02.  COVENANT CONSTRUCTION.  Each covenant contained herein shall
be construed (absent express provision to the contrary) as being independent of 
each other covenant contained herein, so that compliance with any one covenant 
shall not (absent such an express contrary provision) be deemed to excuse 
compliance with any other covenant.  Where any provision herein refers to action
to be taken by an Person, or which such Person is prohibited from taking, such 
provision shall be applicable whether such action is taken directly or 
indirectly by such Person.

     SECTION 1.03.  OTHER RULES OF CONSTRUCTION.  The words "hereof," "herein" 
and "hereunder" and words of similar import when used in this Agreement shall 
refer to this Agreement as a whole and not to any particular provision of this 
Agreement.  All references herein to articles,


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sections, annexes, exhibits and schedules shall, unless the context requires a
different construction, be deemed to be references to the articles and sections
of this Agreement and the annexes, exhibits and schedules attached hereto and
made a part hereof. In this Agreement, unless a clear contrary intention
appears, the word "including" (and with correlative meaning "include") means
including, without limiting the generality of any description preceding such
term. The headings of the various articles and sections of this Agreement are
for convenience only and shall not affect the meaning of the terms and
conditions of this Agreement. No provision of this Agreement shall be
interpreted or construed against any party solely because that party or its
legal representative drafted such provision.

                                  ARTICLE II
                                   GUARANTY

     SECTION 2.01.  GUARANTY.  USA hereby unconditionally and irrevocably 
guarantees the full and punctual payment when due, whether at stated maturity or
earlier by acceleration or otherwise, of any and all debts, liabilities and 
obligations of the Company now or hereafter existing under the Note Agreement, 
the Notes or any of the other Transaction Documents whether for principal, 
interest (including, without limitation, all interest that accrues after the 
commencement of any proceeding by or against the Company under any bankruptcy, 
insolvency, liquidation, moratorium, receivership, reorganization or other 
similar debtor relief law), fees, expenses or otherwise (such obligations being 
the "OBLIGATIONS"), and agrees to pay any and all reasonable costs and expenses 
(including counsel fees and legal expenses) incurred by the Noteholders in 
connection with the protection, defense or enforcement of any rights under this 
Agreement and of the other Transaction Documents.

     SECTION 2.02.  GUARANTY ABSOLUTE.  USA unconditionally guarantees that the 
Obligations will be paid strictly in accordance with the terms of the Note 
Agreement, the Notes and the other Transaction Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Noteholders with respect thereto.  The 
liability of USA under this Agreement shall be absolute and unconditional 
irrespective of:  (a) any lack of validity or enforceability of the Note 
Agreement, the Notes, the other Transaction Documents or any other agreement or 
instrument relating thereto; (b) any change in the time, manner or place of 
payment of, or in any other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the Note Agreement, the 
Notes or the other Transaction Documents; (c) any taking, exchange, release or 
non-perfection of any collateral, or any release or amendment or waiver of or 
consent to departure from any other guaranty, for all or any of the Obligations;
(d) any manner of application of collateral, or proceeds thereof, to all or any
of the Obligations, or any manner of sale or other disposition of any collateral
for all or any of the Obligations or any other assets of the Company; (e) any
change, restructuring or termination of the corporate structure or existence of
the Company; or (f) any other circumstances which might otherwise constitute a
defense available to, or discharge of, the Company or a guarantor.

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     The obligations of USA under this Agreement shall not be subject to 
reduction, termination or other impairment by reason of any setoff, recoupment, 
counterclaim or defense or for any other reason.  This Agreement is to be in 
addition to and is not to prejudice or be prejudiced by any other securities or 
guaranties (including any guaranty signed by USA) which the Noteholders may now 
or hereafter hold from or on account of the Company and is to be binding on USA 
as a continuing security notwithstanding any payments from time to time made to 
the Noteholders or any settlement of account or disability or incapacity 
affecting USA or any other thing whatsoever.  This Agreement is a continuing 
guaranty and shall remain in full force and effect until payment in full of the 
Obligations and all other amounts payable under this Agreement.

     SECTION 2.03.  WAIVER.  USA hereby waives promptness, diligence, notice of 
acceptance and any other notice with respect to any of the Obligations and this 
Agreement and any liability to which this Agreement applies or may apply, and 
waives presentment, demand of payment, notice of intent to accelerate, notice of
acceleration, notice of dishonor or nonpayment, and any requirement that the 
Noteholders institute suit, collection proceedings or take any other action to 
collect the Obligations including any requirement that the Noteholders protect, 
secure, perfect or insure any security interest or lien or any property subject 
thereto or exhaust any right or take any action against the Company or any other
person or entity or any collateral (it being the intention of the Noteholders 
and USA that this Agreement is to be a guaranty of payment and not of 
collection) or that the Company or any other person be joined in any action 
hereunder.  Notwithstanding the provisions of SECTION 8.13, USA hereby expressly
waives each and every right to which it may be entitled by virtue of the 
suretyship laws of the State of Texas, including, without limitation, any and 
all rights it may have pursuant to Rule 31 or Rule 32, Texas Rules of Civil 
Procedure, Section 17.001 of the Texas Civil Practice and Remedies Code and 
Chapter 34 of the Texas Business and Commerce Code.  USA hereby waives 
marshalling of assets and liabilities, sale in inverse order of alienation, 
notice by the Noteholders of any indebtedness or liability to which it applies 
or may apply any amounts received by the Noteholders, and of the creation, 
advancement, increase, existence, extension, renewal, rearrangement and/or 
modification of the Obligations.

     SECTION 2.04.  WAIVER OF SUBROGATION; ETC.  USA will not have any rights of
subrogation under this Agreement, by any payment made hereunder or otherwise, 
until such time as the Noteholders have received full payment of the 
Obligations, and all such rights are hereby waived.  If, notwithstanding the 
preceding sentence, any amount shall be paid to USA on account of subrogation 
rights at any time when all the Obligations shall not have been paid in full, 
such amount shall be held in trust for the benefit of the Noteholders and shall 
forthwith be paid to the Noteholders to be credited and applied upon the 
Obligations in accordance with the terms of the Note Agreement.

     USA hereby subordinates all indebtedness owing to it from the Company to 
all indebtedness of the Company to the Noteholders, and agrees that upon the 
occurrence and continuance of an Event of Default or any event which with the 
giving of notice or lapse of time could become an Event of Default, it shall not
accept any payment on the same until payment in full of the Obligations, and 
shall in no circumstance whatsoever attempt to set off or reduce any

                                      -3-

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Obligations hereunder because of such indebtedness. USA further subordinates any
lien or security interest that it has or may have on any collateral or security
securing payment of the Obligations to the liens and security interest on said
collateral and security in favor of the Noteholders, but the foregoing shall in
no event imply or be construed to imply the Noteholders' agreement or consent to
the existence of any such security interests in favor of USA.

     SECTION 2.05.  RIGHT OF SET-OFF.  Upon the occurrence and during the 
continuance of any Event of Default the Noteholders are hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off 
an apply any and all deposits (general or special, time or demand, provisional 
or final) at any time held and other indebtedness at any time owing by the 
Noteholders to or for the credit or the account of USA against any and all of 
the obligations of USA now or hereafter existing under this Agreement, 
irrespective of whether or not the Noteholders shall have made any demand under 
this Agreement and although such obligations may be contingent and unmatured.  
The Noteholders agrees promptly to notify USA after any such set-off and 
application, provided that the failure to give such notice shall not affect the 
validity of such set-off and application.  The rights of the Noteholders under 
this Section are in addition to other rights and remedies (including, without 
limitation, other rights of set-off) which the Noteholders may have.

     SECTION 2.06.  TRANSACTION DOCUMENTS.  USA acknowledges that it has full
and complete access to the Note Agreement, the Notes and all other instruments
and documents executed by the Company, or any other Person in connection with
the Note Agreement, has fully reviewed same and is fully aware of their
contents.

     SECTION 2.07.  EFFECT OF BANKRUPTCY PROCEEDING, ETC.  This Agreement shall 
continue to be effective, or be automatically reinstated, as the case may be, if
at any time payment, in whole or in part, of any of the sums due any Noteholders
pursuant to the terms of the Note Agreement or hereunder is rescinded or must 
otherwise be restored or returned by the Noteholders upon the insolvency, 
bankruptcy, dissolution, liquidation or reorganization of the Company or USA, or
upon or as a result of the appointment of a custodian, receiver, trustee or 
other officer with similar powers with respect to the Company or USA or any 
substantial part of their property, or otherwise, all as though such payments 
had not been made.  If an Event of Default shall at any time have occurred and 
be continuing and declaration of such Event of Default shall at such time be 
prevented by reason of the pendency against the Company of a case or proceeding 
under a bankruptcy or insolvency law, USA agrees that, for purposes of this 
Agreement and its obligations hereunder, the Note Agreement shall be deemed to 
have been declared in default with the same effect as if the Note Agreement had 
been declared in default in accordance with the terms thereof, and USA shall 
forthwith pay the amounts specified by the Noteholders to be paid thereunder, 
any interest thereon and any other amounts guaranteed hereunder without further 
notice or demand.

     SECTION 2.08.  NO WAIVER; REMEDIES.  No failure on the part of the 
Noteholders to exercise, and no delay in exercising, any right hereunder shall 
operate as a waiver thereof; nor shall any single or partial exercise of any 
right hereunder preclude any other or further exercise thereof

                                      -4-
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or the exercise of any other right.  The remedies herein provided are cumulative
and not exclusive of any remedies provided by law.

     SECTION 2.09. SECURITY.  USA's obligations under this Agreement are secured
by the Pledge Agreement in favor of the Noteholders.

     SECTION 2.10. FURTHER ASSURANCES.  USA hereby agrees to execute and deliver
all such instruments and take all such action as the Noteholders may from time 
to time reasonably request in order to fully effectuate the purpose of this 
Agreement.

                                  ARTICLE III

                            INTENTIONALLY OMITTED.

                                  ARTICLE IV
                     REPRESENTATIONS AND WARRANTIES OF USA

     USA represents and warrants to the Noteholders that:

     SECTION 4.01. ORGANIZATION; POWER AND AUTHORITY.  USA is a corporation duly
organized, validly existing and in good standing under the laws of the State of 
Delaware, and is duly qualified as a foreign corporation and is in good standing
in each jurisdiction in which such qualification is required by law, other than 
those jurisdictions as to which the failure to be so qualified or in good
standing could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. USA has the corporate power and authority to own
or hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and the other Transaction Documents and to perform the
provisions hereof and thereof.

     SECTION 4.02. AUTHORIZATION, ETC.  This Agreement and the other Transaction
Documents to which USA is a party have been duly authorized by all necessary 
corporate action on the part of USA, and this Agreement constitutes, and upon 
execution and delivery thereof each other Transaction document to which USA is  
a party will constitute, a legal, valid and binding obligation of USA 
enforceable against USA in accordance with its terms, except as such 
enforceability may be limited by (a) applicable bankruptcy, insolvency, 
reorganization, moratorium or other similar laws affecting the enforcement of 
creditors' rights generally and (b) general principles of equity (regardless of 
whether such enforceability is considered in a proceeding in equity or at law).

     SECTION 4.03. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.  The execution,
delivery and performance by USA of this Agreement and the other Transaction 
Documents to which USA is a party will not (a) contravene, result in any breach 
of, or constitute a default under, or result in the creation of any Lien in 
respect of any property of USA or any Subsidiary under any indenture,

                                      -5-
                                                                    CONFIDENTIAL
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<PAGE>
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate
charter or by-laws, or any other agreement or instrument to which USA or any
Subsidiary is bound or by which USA or any Subsidiary or any of their respective
properties may be bound or affected, (b) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to USA or
any Subsidiary or (c) violate any provision of any statute or other rule or
regulation of any Governmental authority applicable to USA or any Subsidiary.

     SECTION 4.04. GOVERNMENTAL AUTHORIZATIONS, ETC. No consent, approval or 
authorization of or registration, filing or declaration with, any Governmental 
Authority is required in connection with the execution, delivery or performance 
by USA of this Agreement or the other Transaction Documents.

     SECTION 4.05.  SUBSIDIARIES. SCHEDULE 4.05 contains complete and correct 
lists of USA's Subsidiaries, showing as to each Subsidiary, the correct name 
thereof, the jurisdiction of its organization, and the percentage of shares of 
each class of its capital stock or similar equity interests outstanding owned by
USA and each other Subsidiary.  No Subsidiary is a party to, or otherwise 
subject to any legal restriction or any agreement (other than this Agreement and
customary limitations imposed by corporate law statutes) restricting the ability
of such Subsidiary to pay dividends out of profits or make any other similar 
distributions of profits to USA or any of its Subsidiaries that owns outstanding
shares of capital stock or similar equity interests of such Subsidiary.

     SECTION 4.06. FINANCIAL STATEMENTS.  The consolidated balance sheet of USA 
and its Subsidiaries as at June 30, 1996, and the related consolidated 
statements of income, retained earnings and cash flows for the 12-month period 
then ended, copies of which USA has delivered to each Noteholder, fairly present
in all material respects the consolidated financial position of USA and its 
Subsidiaries as of such date and the consolidated results or their operations 
and cash flows for such period and have been prepared in accordance with GAAP 
consistently applied throughout the period involved except as set forth in the 
notes thereto (subject, in the case of any interim financial statements, to 
normal year-end adjustments).

     SECTION 4.07. DISCLOSURE.  This Agreement, the documents, certificates or 
other writings delivered to the Noteholders by or on behalf of USA in connection
with the transactions contemplated hereby and the financial statements referred 
to in SECTION 4.06, taken as a whole, do not contain any untrue statement of a 
material fact or omit to state any material fact necessary to make the 
statements therein not misleading.  Except as disclosed in the financial 
statements referred to in SECTION 4.06, since June 30, 1996, there has been no 
change in the financial condition, operations, business, properties or prospects
of USA or any Subsidiary except changes that individually or in the aggregate 
could not reasonably be expected to have Material Adverse Effect.  There is no 
fact known to USA that could reasonably be expected to have a Material Adverse 
Effect that has not been set forth herein or in the other documents, 
certificates and other writings (including

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                                                                      U 05248







<PAGE>
 
the financial statements referred to in SECTION 4.06) delivered to the 
Noteholders by or on behalf of USA specifically for use in connection with the 
transactions contemplated hereby.

     SECTION 4.08 LITIGATION.  Except as disclosed in SCHEDULE 4.08, there are 
no actions, suits or proceedings pending or, to the knowledge of USA, threatened
against or affecting USA or any Subsidiary or any property of USA or any 
Subsidiary in any court or before any arbitrator of any kind or before or by any
Governmental Authority that, individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.

     SECTION 4.09. OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.  Neither USA 
nor any Subsidiary is in default under any term of any agreement of instrument 
to which it is a party or by which it is bound, or any order, judgment, decree 
or ruling of any court, arbitrator or Governmental Authority or is in violation 
of any applicable law, ordinance, rule or regulation (including without 
limitation Environmental Laws) of any Governmental Authority, which default or 
violation, individually or in the aggregate, could reasonably be expected to 
have a Material Adverse Effect.

     SECTION 4.10. TAXES.  USA and its Subsidiaries have filed all tax returns 
that are required to have been filed in any jurisdiction, and have paid all 
taxes shown to be due and payable on such returns and all other taxes and 
assessments levied upon them or their properties, assets, income of franchises, 
to the extent such taxes and assessments have become due and payable and before 
they have become delinquent, except for any taxes and assessments (i) the 
amount of which is not individually or in the aggregate Material or (ii) the 
amount, applicability or validity of which is currently being contested in good 
faith by appropriate proceedings and with respect to which USA or a Subsidiary, 
as the case may be, has established adequate reserves in accordance with GAAP.  
USA knows of no basis for any other tax or assessment that, if imposed, could 
reasonably be expected to have a Material Adverse Effect.  The charges, accruals
and reserves on the books of USA and its Subsidiaries in respect of Federal, 
state or other taxes for all fiscal periods are adequate in all respects.  The 
Federal income tax liabilities of USA and its Subsidiaries have been determined 
by the Internal Revenue Service and paid for all fiscal years up to and 
including the fiscal year ended June 30, 1996.

     SECTION 4.11. TITLE TO PROPERTY.  USA and it Subsidiaries have good and 
sufficient title to their respective properties that individually or in the 
aggregate are material, including all such properties reflected in the most 
recent audited balance sheet referred to in SECTION 4.06 or purported to have 
been acquired by USA or any Subsidiary after said date, in each case free and 
clear of Liens other than those permitted by this Agreement.  All leases that 
individually or in the aggregate are Material are valid and subsisting and are 
in full force and effect in material respects.

     SECTION 4.12. LICENSES, PERMITS, ETC.  USA and its Subsidiaries own or 
possess all licenses, permits, franchises, authorizations, patents, copyrights, 
service marks, trademarks, and trade names, or rights thereto, that individually
or in the aggregate are Material, without known conflict with the rights of 
others.  To the Best Knowledge of USA, (a) no product of USA infringes in any

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<PAGE>
 
material respect any license, permit, franchise, authorization, patent,
copyright, service mark, trademark, trade name or other right owned by any other
Person; and (b) there is no Material violation by any Person of any right of USA
or any of its Subsidiaries with respect to any patent, copyright, service mark,
trademark, trade name or other right owned or used by USA or any of its
Subsidiaries.

     SECTION 4.13. COMPLIANCE WITH ERISA.

     (a)  USA and each ERISA Affiliate have operated and administered each Plan 
in compliance with all applicable laws except for such instances of 
noncompliance as have not resulted in and could not reasonably be expected to 
result in a Material Adverse Effect.  Neither USA nor any ERISA Affiliate has 
incurred any liability pursuant to Title I or IV of ERISA or the penalty or 
excise tax provisions of the Code relating to employee benefit plans (as defined
in section 3 of ERISA), and no event, transaction or condition has occurred or
exists that could reasonably be expected to result in the incurrence of any such
liability by USA or any ERISA Affiliate, in either case pursuant to Title I or
IV or ERISA or to such penalty or excise tax provisions or to Section 401(a)(29)
or 412 of the Code, other than such liabilities or Liens as would not be
individually or in the aggregate Material.

     (b)  The present value of the aggregate benefit liabilities under each of 
the Plans (other than Multiemployer Plans), determined as of the end of such 
Plan's most recently ended plan year on the basis of the actuarial assumptions 
specified for funding purposes in such Plan's most recent actuarial valuation 
report, did not exceed the aggregate current value of the assets of such Plan 
allocable to such benefit liabilities.  The term "BENEFIT LIABILITIES" has the 
meaning specified in section 4001 of ERISA and the terms "CURRENT VALUE" and 
"PRESENT VALUE" have the meaning specified in section 3 of ERISA.

     (c) USA and its ERISA Affiliates have not incurred withdrawal liabilities
(and are not subject to contingent withdrawal liabilities) under section 4201 or
4204 of ERISA in respect of Multiemployer Plans that individually or in the
aggregate are Material.

     (d)  The expected post-retirement benefit obligation (determined as of the 
last day of USA's most recently ended fiscal year in accordance with Financial 
Accounting Standards Board Statement No. 106, without regard to liabilities 
attributable to continuation coverage mandated by section 4980B or the Code) of 
USA and it Subsidiaries is not Material.

     SECTION 4.14. STATUS UNDER CERTAIN STATUTES.  Neither USA nor any 
Subsidiary is subject to regulation under the Investment Company Act of 1940, as
amended, the Public Utility Holding Company Act of 1935, as amended, the 
Interstate Commerce Act, as amended, or the Federal Power Act, as amended.

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     SECTION 4.15. CAPITALIZATION. The authorized capital stock of USA consists 
solely of 20,000,000 shares of $.0001 par common stock, of which 5,229,109 
shares are issued and outstanding.

     SECTION 4.16. ENVIRONMENTAL MATTERS. Neither USA nor any Subsidiary has 
knowledge of any claim or has received any notice of any claim, and no 
proceeding has been instituted raising any claim against USA or any of its 
Subsidiaries or any of their respective real properties now or formerly owned, 
leased or operated by any of them or other assets, alleging any damage to the 
environment or violation of any Environmental Laws, except, in each case, such 
as could not reasonably be expected to result in a Material Adverse Effect. 
Except as otherwise disclosed to the Noteholders in writing, (a) neither USA nor
any Subsidiary has knowledge of any facts which would give rise to any claim, 
public or private, of violation of Environmental Laws or damage to the 
environment emanating from, occurring on or in any way related to real 
properties now or formerly owned, leased or operated by any of them or to other 
assets or their use, except, in each case, such as could not reasonably be 
expected to result in a Material Adverse Effect; (b) neither USA nor any of its 
Subsidiaries has stored any Hazardous Materials on real properties now or 
formerly owned, leased or operated by any of them and has not disposed of any 
Hazardous Materials in a manner contrary to any Environmental Laws in each case 
in any manner that could reasonably be expected to result in a Material Adverse 
EFfect; and (c) all buildings on all real properties now owned, leased or 
operated by USA or any of its Subsidiaries are in compliance with applicable 
Environmental Laws, except where failure to comply could not reasonably be 
expected to result in a Material Adverse Effect.

                                   ARTICLE V
                           INFORMATION AS TO COMPANY

     SECTION 5.01. FINANCIAL AND BUSINESS INFORMATION. USA shall deliver to each
of the Noteholders:

     (a) Within 45 days after the end of each quarterly fiscal period in each 
fiscal year of USA, copies of (i) a consolidated balance sheet of USA and its 
Subsidiaries as at the end of such quarter, and (ii) consolidated statements of 
income, changes in shareholders' equity and cash flows of USA and its 
Subsidiaries, for such quarter and for the portion of the fiscal year ending 
with such quarter, setting forth in each case in comparative form the figures 
for the corresponding periods in the previous fiscal year, all in reasonable 
detail, prepared in accordance with GAAP applicable to quarterly financial 
statements generally, and certified by a Senior Financial Officer of USA as 
fairly presenting, in all material respects, the financial position of the 
companies being reported on and their results of operations and cash flows, 
subject to changes resulting from year-end adjustments.

     (b) Within 90 days after the end of each fiscal year of USA, copies of (i) 
a consolidated balance sheet of USA and its Subsidiaries, as at the end of such 
year, and (ii) consolidated statements of income, changes in shareholders' 
equity and cash flows of USA and its Subsidiaries, for such year, setting forth 
in each case in comparative form the figures from the previous

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<PAGE>
 
fiscal year, all in reasonable detail, prepared in accordance with GAAP, and 
accompanied (A) by an opinion thereon of independent certified public 
accountants of recognized national standing, which opinion shall state that such
financial statements present fairly, in all material respects, the financial 
position of the companies being reported upon and their results of operations 
and cash flows and have been prepared in conformity with GAAP, and that the 
examination of such accountants in connection with such financial statements has
been made in accordance with generally accepted auditing standards, and that
such audit provides a reasonable basis for such opinion in the circumstances,
and (B) a certificate of such accountants stating that they have reviewed this
Agreement and stating further whether, in making their audit, they have become
aware of any condition or event that then constitutes a Default or an Event of
Default, and, if they are aware that any such condition or event then exists,
specifying the nature and period of the existence thereof.

     (c) Within 20 days after the end of each calendar month, copies of (i) a 
consolidated balance sheet of USA and its Subsidiaries as at the end of such 
month, and (ii) consolidated statements of income, changes in shareholders' 
equity and cash flows of USA and its Subsidiaries, for such month and for the 
portion of the fiscal year ending with such month, setting forth in each case in
comparative form the figures for the corresponding periods in the previous 
fiscal year, all in reasonable detail, prepared in accordance with GAAP 
applicable to monthly financial statements generally, and certified by a Senior 
Financial Officer of USA as fairly presenting, in all material respects, the 
financial position of the companies being reported on and their results of 
operations and cash flows, subject to changes resulting from year-end 
adjustments.

     (d) Promptly upon their becoming available, one copy of (i) each financial 
statement, report, notice or proxy statement sent by USA or any Subsidiary to 
public securities holders generally, and (ii) each regular or periodic report, 
each registration statement (without exhibits except as expressly requested by 
such holder), and each prospectus and all amendments thereto filed by USA or any
Subsidiary with the Securities and Exchange Commission and of all press releases
and other statements made available generally by USA or any Subsidiary to the 
public concerning developments that are Material.

     (e) Promptly, and in any event within five days after a Responsible Officer
of USA becoming aware of any of the following, a written notice setting forth 
the nature thereof and the action, if any, that USA or an ERISA Affiliate 
proposes to take with respect thereto: (i) with respect to any Plan, any 
reportable event, as defined in section 4043(b) of ERISA and the regulations 
thereunder, for which notice thereof has not been waived pursuant to such 
regulations as in effect on the date hereof; or (ii) the taking by the PBGC of 
steps to institute, or the threatening by the PBGC of the institution of, 
proceedings under section 4042 of ERISA for the termination of, or the 
appointment of a trustee to administer, any Plan, or the receipt by USA or any 
ERISA Affiliate of a notice from a Multiemployer Plan that such action has been 
taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, 
transaction or condition that could result in the incurrence of any liability by
USA or any ERISA Affiliate pursuant to Title I or IV or ERISA or the penalty or 
excise tax provisions of the Code relating to employee benefit plans, or in the 
imposition of any Lien on any of the rights, properties or assets of USA or any 
ERISA Affiliate pursuant to Title

                                     -10-
                                                                    CONFIDENTIAL
                                                                      U 05252
<PAGE>
 
I or IV of ERISA or such penalty or excise tax provisions, if such liability or 
Lien, taken together with any other such liabilities or Liens then existing, 
could be expected to be Material.  
  
  (f) Promptly, and in any event within 30 days of receipt thereof, copies of 
any notice to USA or any Subsidiary from any Federal or state Governmental 
Authority relating to any order, ruling, statute or other law or regulation that
could reasonably be expected to have a Material Adverse Effect; and

  (g) With reasonable promptness, such other data and information relating to 
the business, operations, affairs, financial condition, assets or properties of 
USA or any of its Subsidiaries or relating to the ability of USA to perform its 
obligations hereunder and under the Notes as from time to time may be reasonably
requested by any of Noteholder.

  SECTION 5.02. OFFICER'S CERTIFICATE. Each set of financial statements 
delivered to a holder of Notes pursuant to SECTION 5.01(A), SECTION 5.01(B) or 
SECTION 5.01(C) shall be accompanied by a certificate of a Senior Financial 
Officer of USA setting forth: (a) the information (including detailed 
calculations) required in order to establish whether USA was in compliance with 
the requirements of SECTION 7.03 hereof during the monthly, quarterly or annual 
period covered by the statements then being furnished (including with respect 
to each such Section, where applicable, the calculations of the maximum or 
minimum amount, ratio or percentage, as the case may be, permissible under the 
terms of such Sections, and the calculation of the amount, ratio or percentage 
then in existence); and (b) a statement that such officer has reviewed the 
relevant terms hereof and has made, or caused to be made, under his or her 
supervision, a review of the transactions and conditions of USA and its 
Subsidiaries from the beginning of the monthly, quarterly or annual period 
covered by the statements then being furnished to the date of the certificate 
and that such review shall not have disclosed the existence during such period 
of any condition or event that constitutes a Default or an Event of Default or, 
if any such condition or event existed or exists (including, without limitation,
any such event or condition resulting from the failure of USA or any Subsidiary 
to comply with any Environmental Law), specifying the nature and period of 
existence thereof and what action USA shall have taken or proposes to take with 
respect thereto.


  SECTION 5.03. INSPECTION. USA shall permit the representatives of each 
Noteholder, at the expense of USA and upon reasonable prior notice to USA, to 
visit and inspect any of the offices or properties of USA or any Subsidiary, to 
examine all their respective books of account, records, reports and other 
papers, to make copies and extracts therefrom, and to discuss their respective 
affairs, finances and accounts with their respective officers and independent 
public accountants (and by this provision USA authorizes said accountant to 
discuss the affairs, finances and accounts of USA and its Subsidiaries), all at 
such times and as often as may be requested.

                                     -11-
                                                                    CONFIDENTIAL
                                                                      U 05253
<PAGE>


                                  ARTICLE VI

                            AFFIRMATIVE COVENANTS

    USA covenants that so long as any of the Commitments remain in effect or any
of the Notes are outstanding:

    SECTION 6.01. COMPLIANCE WITH LAW; CONTRACTS. USA will, and will cause each 
of its Subsidiaries to, comply with all laws, ordinances or governmental rules 
or regulations to which each of them is subject, including, without limitation, 
Environmental Laws, and will obtain and maintain in effect all licenses, 
certificates, permits, franchises and other governmental authorizations 
necessary to the ownership of their respective properties or to the conduct of 
their respective  businesses, in each case to the extent necessary to ensure 
that non-compliance with such laws, ordinances or governmental rules or 
regulations or failures to obtain or maintain in effect such licenses, 
certificates, permits, franchises and other governmental authorizations could 
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. USA will, and will cause each of its Subsidiaries, to, comply 
with, and perform their respective obligations under, each contract or agreement
to which each is a party, unless, in the good faith judgment of USA, the failure
to so comply or perform could not reasonably be expected to have a Material 
Adverse Effect.

    SECTION 6.02. INSURANCE. USA will, and will cause each of its Subsidiaries 
to, maintain, with financially sound and reputable insurers, insurance with 
respect to their respective properties and businesses against such casualties 
and contingencies, of such types, on such terms and in such amounts (including 
deductibles, co-insurance and self-insurance, if adequate reserves are 
maintained with respect thereto) as is customary in the case of entities of 
established reputations engaged in the same or a similar business and similarly 
situated, including the insurance described in SCHEDULE 6.02.

    SECTION 6.03. MAINTENANCE OF PROPERTIES. USA will, and will cause each of 
its Subsidiaries to, maintain and keep, or cause to be maintained and kept,
their respective properties in good repair, working order and condition (other
than ordinary wear and tear), so that the business carried on in connection
therewith may be properly conducted at all times, provided that this Section
shall not prevent USA or any Subsidiary from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and USA has concluded that such discontinuance could
not, individually or n the aggregate, reasonably be expected to have a Material
Adverse Effect.

    SECTION 6.04. PAYMENT OF TAXES AND CLAIMS. USA will, and will cause each of 
its Subsidiaries, to, file all tax returns required to be filed in any 
jurisdiction and to pay and discharge all taxes shown to be due and payable on 
such returns and all other taxes, assessments, governmental charges, or levies 
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent and all claims for which sums have become due and payable
that have or might become

                                     -12-

                                                                    CONFIDENTIAL
                                                                      U 05254

<PAGE>
 
a Lien on properties or assets of USA or any Subsidiary, provided that neither 
USA nor any Subsidiary need pay any such tax or assessment or claims if (i) the 
amount, applicability or validity thereof is contested by USA or such Subsidiary
on a timely basis in good faith and in appropriate proceedings, and USA or a 
Subsidiary has established adequate reserves therefor in accordance with GAAP on
the books of USA or such Subsidiary or (ii) the nonpayment of all such taxes and
assessments in the aggregate could not reasonably be expected to have a Material
Adverse Effect.

    SECTION 6.05. CORPORATE EXISTENCE, ETC. USA will at all times preserve and 
keep in full force and effect its corporate existence. USA will at all times 
preserve and keep in full force and effect the corporate existence of each of 
its Subsidiaries and all rights and franchises of USA and its Subsidiaries 
unless, in the good faith judgment of USA, the termination of or failure to 
preserve and keep in full force and effect such corporate existence, right or 
franchise could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.

                                  ARTICLE VII
                              NEGATIVE COVENANTS

    USA covenants that so long as any of the Commitments remain in effect or any
of the NOtes are outstanding:

    SECTION 7.01. RESTRICTIONS ON INDEBTEDNESS. USA will not, and will not 
permit any Subsidiary to, create, incur, assume, Guaranty or permit to exist 
any Indebtedness, except:

    (a) the Notes;
    (b) the USA Notes;
    (c) Indebtedness outstanding under the Fidelity Funding Agreement;
    (d) Indebtedness with respect to the financing of insurance premiums over
the term in which financing is currently conducted through AFCO Financing.

    SECTION 7.02. RESTRICTIONS ON LIENS. USA will not, and will not permit any 
Subsidiary to, create, incur, assume, or permit to exist any Lien with respect 
to any asset now owned or hereafter acquired, except:

    (a) Liens in favor of the Noteholders;
    (b) Liens existing on the date hereof and described on SCHEDULE 7.02;
    (c) Liens in favor of the Noteholders under the USA Note Agreements;

                                     -13-

                                                                    CONFIDENTIAL
                                                                      U 05255
<PAGE>
 
          (d) encumbrances consisting of easements of ingress or egress over
     real property, where the same do not materially detract from the use or
     enjoyment of such property by, or the value of such property to, USA;

          (e) Liens for taxes or assessments or governmental charges or levies,
     if payment shall not at the time be required to be made in accordance with
     the provisions of SECTION 6.04;

          (f) any judgment lien, unless the judgment it secures shall not,
     within 30 days after the entry thereof, have been discharged or execution
     thereof stayed pending appeal, or shall not have been discharged within 30
     days after the expiration of any such stay;

          (g) statutory liens of landlords and liens of carriers, warehousemen,
     mechanics, laborers and materialmen incurred in the ordinary course of
     business for sums not yet due or being contested in good faith; and

          (h) Liens (other than liens created by section 4068 of ERISA) incurred
     on pledges or deposits made in the ordinary course of business in
     connection with workmen's compensation, unemployment insurance, social
     security laws or similar legislation.

     SECTION 7.03. FINANCIAL COVENANTS. USA will not permit:

          (a) its Current Assets at any time to be less than the sum of (i) its
     Current Liabilities as at such date, minus (ii) any portion of such Current
     Liabilities consisting of amounts outstanding under the Fidelity Funding
     Agreement that are not due within one year of such date;

          (b) its Tangible Net Worth at any time to be less than $7,000,000; and

          (c) the sum, determined as of the last day of each calendar month, of
     (i) its Net Income for the twelve month period then ended, plus (ii) any
     interest expense deducted in the calculation of Net Income for such twelve
     month period, plus (iii) any depreciation and amortization expense deducted
     in the calculation of Net Income for such twelve month period, plus (iv)
     any Federal income taxes deducted in the calculation of Net Income for such
     twelve month period, to be less than $2,500,000.

     SECTION 7.04. RESTRICTED PAYMENTS. USA will not, and will not permit any 
Subsidiary, directly or indirectly, to make or pay (a) any dividend or other 
distribution on any shares of USA's capital stock (including any dividends 
payable in shares of capital stock), (b) any payment on account of the purchase,
redemption, retirement or acquisition of any shares of USA's capital stock or 
any option, warrant or other right to acquire such shares, or (c) any payments 
or other distributions to Sierra Management, Inc.

                                     -14-

                                                                    CONFIDENTIAL
                                                                      U 05256
<PAGE>
 
     SECTION 7.05. MERGER, CONSOLIDATION, ETC. USA shall not consolidate with or
merge with any other Person or convey, transfer or lease all or substantially 
all of its assets in a single transaction or series of transactions to any 
Person.

     SECTION 7.06. RESTRICTIONS ON ASSET SALES. USA will not, and will not 
permit any Subsidiary to, sell, transfer, assign, convey or otherwise dispose of
an interest in any asset now owned or hereafter acquired.

     SECTION 7.07. TRANSACTIONS WITH AFFILIATES. USA will not, and will not 
permit any Subsidiary to, enter into directly or indirectly any Material 
transaction or Material group of related transactions (including without 
limitation the purchase, lease, sale or exchange of properties of any kind or 
the rendering of any service) with any Affiliate (other than USA or another 
Subsidiary), except in the ordinary course and pursuant to the reasonable 
requirements of USA's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to USA or such Subsidiary than would be obtainable in a 
comparable arm's-length transaction with a Person not an Affiliate.

     SECTION 7.08. CHANGE IN BUSINESS. Except for oil and gas exploration and 
production operations to be conducted by the Company, USA will not, and will not
permit any of its Subsidiaries to, directly or indirectly engage to a material 
extent in any business other than those in which it is presently engaged or that
are directly related thereto, or discontinue any of its existing lines of 
business or substantially alter its method of doing business. Without limiting 
the generality of the foregoing, USA and its Subsidiaries (other than the 
Company) shall not engage in any oil and gas exploration and production 
operations or business.

     SECTION 7.09. FIDELITY FUNDING AGREEMENT. Without the prior written consent
of the Noteholders, USA will not, and will not permit any of its Subsidiaries 
to, amend, modify or extend the Fidelity Funding Agreement.

     SECTION 7.10. RESTRICTION ON INVESTMENT. Other than (a) the common stock of
the Company owned by USA on the date hereof, (b) Oil and Gas Properties 
transferred to the Company prior to the date hereof and (c) capital 
contributions to the Company that are applied directly by the Company to pay the
Indebtedness owing on the Notes, USA will not, and will not permit any of its 
Subsidiaries to, make any Investment in the Company without the Noteholders' 
prior written consent.

                                 ARTICLE VIII
                                 MISCELLANEOUS

     SECTION 8.01. TRANSACTION EXPENSES. Whether or not the transactions 
contemplated hereby are consummated, USA will pay all reasonable costs and 
expenses (including reasonable attorneys' fees of a special counsel and any 
local or other counsel) incurred by the Noteholders or holder of a Note in 
connection with such transaction and in connection with any amendments,

                                     -15-

                                                                    CONFIDENTIAL
                                                                      U 05257
<PAGE>
 
waivers or consents under or in respect of this Agreement or the other 
Transaction Documents (whether or not such amendment, waiver or consent becomes 
effective), including, without limitation: (a) the reasonable costs and expenses
incurred in enforcing or defending (or determining whether or how to enforce or 
defend) any rights under this Agreement or the other Transaction Documents or in
responding to any subpoena or other legal process or informal investigative 
demand issued in connection with this Agreement or the other Transaction 
Documents, or by reason of being a holder of any Note, (b) the reasonable costs 
and expenses of negotiation, preparation and execution of this Agreement and the
other Transaction Documents, and (c) the reasonable costs and expenses, 
including reasonable financial advisors' fees, incurred in connection with the 
insolvency or bankruptcy of USA or any Subsidiary or in connection with any 
work-out or restructuring of the transactions contemplated hereby and by the 
Notes. USA will pay, and will save the Noteholders and each other holder of a 
Note harmless from, all claims in respect of any fees, costs and expenses if 
any, broker and finders (other than those retained by the Noteholders). The 
obligations of USA under this SECTION 8.01 will survive the payment or transfer 
of any Note, the enforcement, amendment or waiver of any provision of this 
Agreement or the other Transaction Documents, and the termination of this 
Agreement.

    SECTION 8.02. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All 
representations and warranties contained herein shall survive the execution and 
delivery of this Agreement and the Notes, the purchase or transfer by the 
Noteholders of any note or portion thereof or interest therein and the payment 
of any Note, and may be relied upon by any subsequent holder of a Note, 
regardless of any investigation made at any time by or on behalf of the 
Noteholders or any other holder of any Note. All statements contained in any 
certificate or other instrument delivered by or on behalf of USA pursuant to 
this Agreement shall be deemed representations and warranties of USA under this 
Agreement.

     SECTION 8.03. AMENDMENT AND WAIVER. This Agreement may be amended, and the 
observance of any term hereof may be waived (either retroactively or 
prospectively), with (and only with) the written consent of the Required 
Holders, except that no amendment or waiver may, without the written consent of 
the holder of each Note at the time outstanding affected thereby, release USA 
from its obligations hereunder. Any amendment or waiver consented to as provided
in this SECTION 8.03 applies equally to all holders of Notes and is binding upon
them and upon each future holder of any Note and upon USA without regard to 
whether such Note has been marked to indicate such amendment or waiver. No such 
amendment or waiver will extend to or affect any obligation, covenant or 
agreement not expressly amended or waived or impair any right consequent 
thereon. No course of dealing between USA and the holder of any Note nor any 
delay in exercising any rights hereunder or under any Note shall operate as a 
waiver of any rights of any holder of such Note.

     SECTION 8.04. NOTICES. All notices and communications provided for 
hereunder shall be in writing and sent (a) by telecopy if the sender on the same
day sends a confirming copy of such notice by a recognized overnight delivery 
service (charges prepaid), or (b) by registered or certified mail with return 
receipt requested (postage prepaid), or (c) by a recognized overnight delivery

                                     -16-
                                                                    CONFIDENTIAL
                                                                      U 05258
<PAGE>
 
service (with charges prepaid). Any such notice must be sent: if to a 
Noteholder, to its address specified for such communications in Schedule A to
the Note Agreement, or at such other address as it shall have specified to USA
in writing, if to USA, to USA at 16420 Park Ten Place, Suite 300, Houston, Texas
77084, Telecopy No.: 713-578-7091, or at such other address as USA shall have
specified to the holder of each Note in writing. Notices under this SECTION 8.04
will be deemed given only when actually received.

     SECTION 8.05. LIMITATION ON INTEREST. Each provision in this Agreement and 
each other Transaction Document is expressly limited so that in no event 
whatsoever shall the amount paid, or otherwise agreed to be paid, by USA for the
use, forbearance or detention of the money to be loaned under this Agreement or 
any other Transaction Document or otherwise (including any sums paid as required
by any covenant or obligation contained herein or in any other Transaction
Document which is for the use, forbearance or detention of such money), exceed
that amount of money which would cause the effective rate of interest thereon to
exceed the Highest Lawful Rate, and all amounts owed under this Agreement and
each other Transaction Document shall be held to be subject to reduction to the
effect that such amounts so paid or agreed to be paid which are for the use,
forbearance or detention of money which would cause the effective rate of
interest thereon to exceed the Highest Lawful Rate.

     SECTION 8.06. SUCCESSORS AND  ASSIGNS. All covenants and other 
agreements contained in this Agreement by or on behalf of any of the parties 
hereto bind and inure to the benefit of their respective successors and assigns 
(including, without limitation, any subsequent holder of a Note) whether so 
expressed or not.

     SECTION 8.07. SEVERABILITY. Any provision of this Agreement that is 
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, 
be ineffective to the extent of such prohibition or unenforceability without 
invalidating the remaining provisions hereof, and any such prohibition or 
unenforceability in any jurisdiction shall (to the full extent permitted by law)
not invalidate or render unenforceable such provision in any other jurisdiction.

     SECTION 8.08. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies 
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

     SECTION 8.09. CONFIDENTIALITY. In connection with the  negotiation and 
administration of this Agreement and the other Transaction Documents, USA has 
furnished and will from time to time furnish the Noteholders (such information, 
other than any such information which (i) was publicly available, oro otherwise 
known to the Noteholders, at the time of disclosure, (ii) subsequently becomes 
publicly available other than through any act or omission by the Noteholders or 
(iii) otherwise subsequently becomes known to the Noteholders, being hereinafter
referred to as "CONFIDENTIAL INFORMATION"). The Noteholders will maintain the 
confidentiality of any

                                     -17-

                                                                    CONFIDENTIAL
                                                                       U 05259
<PAGE>
 
Confidential Information in accordance with such procedures as the Noteholders 
apply generally to information of that nature. It is understood, however, that 
the foregoing will not restrict the Noteholders' ability to freely exchange such
Confidential Information with current or prospective investors, assignees and 
advisors. Subject to the prohibitions and restrictions imposed on the 
Noteholders with respect to the Confidential Information under applicable 
securities laws, it is further understood that the foregoing will not prohibit 
the disclosure of any or all Confidential Information if and to the extent that 
such disclosure may be required or requested (w) by a Government Authority, 
(x) pursuant to court order, subpoena or other legal process or in connection 
with any pending or threatened litigation hereunder, (y) otherwise as required 
by law, or (z) in order to protect its interests or its rights or remedies 
hereunder or under the other Transaction Documents; in the event of any required
disclosure under clause (w), (x), or (y) above, the Noteholders agree to use 
reasonable efforts to inform USA as promptly as practicable.

     SECTION 8.10. FINAL AGREEMENT OF THE PARTIES. THIS AGREEMENT AND THE OTHER 
TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY 
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL 
AGREEMENTS OF THE PARTIES. THERE ARE NOT UNWRITTEN ORAL AGREEMENTS BETWEEN THE 
PARTIES.

     SECTION 8.11. JURY WAIVER. USA AND THE NOTEHOLDERS HEREBY IRREVOCABLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR 
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     SECTION 8.12. CHOICE OF FORUM. USA AND THE NOTEHOLDERS AGREE THAT ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS 
CONTEMPLATED HEREBY SHALL BE BROUGHT IN THE FEDERAL OR STATE COURTS OF HARRIS 
COUNTY, TEXAS, OTHER THAN LEGAL PROCEEDING INSTITUTED BY THE NOTEHOLDERS WITH 
RESPECT TO THEIR RIGHTS AND REMEDIES UNDER THE SECURITY DOCUMENTS, WHICH 
PROCEEDINGS MAY BE BROUGHT IN FEDERAL OR STATE COURTS OF HARRIS COUNTY, TEXAS OR
THE COURTS OF ANY OTHER JURISDICTION DEEMED APPROPRIATE BY THE NOTEHOLDERS TO 
ENFORCE THEIR RIGHTS AND REMEDIES UNDER THE SECURITY DOCUMENTS.

     SECTION 8.13. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the law 
of the State of New York excluding choice-of-law principles of the law of such 
State that would require the application of the laws of a jurisdiction other 
than such State.

                                     -18-

                                                                    CONFIDENTIAL
                                                                      U 05260
<PAGE>
 
     IN WITNESS WHEREOF, USA and the Noteholders have caused this Agreement to 
be executed by their respective representatives thereunto duly authorized 
effective as of the date first above written.


                                UNIVERSAL SEISMIC ASSOCIATES, INC.
       
                                By:   /s/ MICHAEL J. PAWELEK
                                   --------------------------------------
                                   Name:  Michael J. Pawelek
                                   Title: President
       
       
                                RIMCO PARTNERS, L.P.,
                                RIMCO PARTNERS, L.P. II,
                                RIMCO PARTNERS, L.P. III, AND
                                RIMCO PARTNERS, L.P. IV
       
                                By:   RESOURCE INVESTORS MANAGEMENT COMPANY
                                      LIMITED PARTNERSHIP, their general partner

                                By:   RIMCO ASSOCIATES, INC.
                                      its general partner


                                By:     /s/ GARY MILAVEC
                                   -------------------------------------------
                                   Name:  Gary Milavec
                                   Title: Vice President

                                     -19-
                                                                    CONFIDENTIAL
                                                                      U 05261


<PAGE>
 
                                 SCHEDULE 4.05
                           TO THE GUARANTY AGREEMENT

              SUBSIDIARIES OF UNIVERSAL SEISMIC ASSOCIATES, INC.


                                         Jurisdiction              Percentage
Subsidiary                              of Incorporation           Ownership
----------                              ----------------           ----------
Universal Seismic Acquisition, Inc.         Texas                     100%
Universal Seismic Technologies, Inc.        Texas                     100%
Marine Automated Surveys, Inc.              Texas                     100%
Unexco, Inc.                               Delaware                   100%





                                                                    CONFIDENTIAL
                                                                      U 05262

<PAGE>
 
                                 SCHEDULE 4.08
                           TO THE GUARANTY AGREEMENT

                                  LITIGATION

1.    NO. 95-12-630; DESSIE SCHLUTER, ET AL. V. MITCHELL ENERGY CORP., ET AL., 
   IN THE 271st JUDICIAL DISTRICT COURT OF WISE COUNTY, TEXAS. USA and Marine
   Automated Surveys were sued in Wise County, Texas, on November 7, 1995,
   regarding the rupture of a pipeline on property of plaintiffs. USA is being
   represented by an attorney in Dallas. USA recently acquired various assets of
   Marine Automated Surveys, Inc. including the name. This acquisition occurred
   subsequent to the incident made the basis of the Plaintiffs' complaint.
   Accordingly, Marine Automated Surveys, Inc. was named as a Defendant in this
   case. This firm has answered on its behalf and has provided the Plaintiffs
   all information necessary to support our proposition that the entity now
   known as Marine Automated Surveys, Inc., the party to this action, is not a
   proper party to the case. Based on the documentation provided, Plaintiffs'
   counsel has indicated a willingness to dismiss Marine Automated Surveys, Inc.
   from the case and include the corporate entity formerly known as Marine
   Automated Surveys, Inc. as a Defendant. To date, such dismissal has not
   occurred but it is anticipated that Plaintiffs will dismiss Marine Automated
   Surveys, Inc. prior to trial.

2.    NO. 95-09-462; THE SHAMROCK PIPE LINE CORPORATION VS. MITCHELL ENERGY 
   CORPORATION, UNIVERSAL SEISMIC ACQUISITION, INC., BUFORD DRILLING, INC. AND
   MARINE AUTOMATED SURVEYS, INC., IN THE 271st JUDICIAL DISTRICT COURT OF WISE
   COUNTY, TEXAS. USA and Marine Automated Surveys were sued in Wise
   County,Texas, on September 12, 1995, regarding the rupture of plaintiff's
   pipeline. USA is being represented by an attorney in Dallas. USA recently
   acquired various assets of Marine Automated Surveys, Inc. including the name.
   This acquisition occurred subsequent to the incident made the basis of the
   Plaintiffs' complaint. Accordingly, Marine Automated Surveys, Inc. was named
   as a Defendant in this case. This firm has answered on its behalf and has
   provided the Plaintiffs all information necessary to support our proposition
   that the entity now known as Marine Automated Surveys, Inc., the party to
   this action, is not a proper party to the case. Based on the documentation
   provided, Plaintiffs' counsel has indicated a willingness to dismiss Marine
   Automated Surveys, Inc. from the case and include the corporate entity
   formerly known as Marine Automated Surveys, Inc. as a Defendant. To date,
   such dismissal has not occurred but it is anticipated that Plaintiffs will
   dismiss Marine Automated Surveys, Inc. prior to trial.


                                                                    CONFIDENTIAL
                                                                      U 05263

<PAGE>
 
                                 SCHEDULE 6.02

                           TO THE GUARANTY AGREEMENT

<TABLE> 
<CAPTION> 

SCHEDULE OF INSURANCE
---------------------------------------------------------------------------------------------------------------------------------
                                                                                        
=================================================================================================================================
   TYPE OF COVERAGE            POLICY             INSURER                  POLICY NO.         LIMITS              DEDUCTIBLE
                               DATES                                                    
---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>                                <C>            <C>                 <C> 
Commercial                  4/19/95-96   Ranger Lloyds                      GL 705035      $1,000,000          $1,000 Per Claim
General Liability                                                                          Each Occurrence     Employer Benefits
                                                                                           $2,000,000              Liability
                                                                                           General Aggregate
--------------------------------------------------------------------------------------------------------------------------------
Business Auto Liability &   4/19/95-96   Ranger County Mutual Insurance     TBA 452156     $1,000,000          Refer to Summary
Physical Damage                          Company                                           BI/PD CSL
                                                                                           Each Occurrence
--------------------------------------------------------------------------------------------------------------------------------
Workers' Compensation &     4/27/95-     Insurance Company of the State of  8773134 (TX)   Sec A: Statutory          None
Employers' Liability        4/19/96      Pennsylvania (AIG)                 8773135 (OS)   Sec B: 1,000,000
                                                                            8773136 (CA)   Maritime: 1,000,000
                                                                                           U.S.L&H Included
---------------------------------------------------------------------------------------------------------------------------------
Umbrella Liability           4/19/95-96  National Union Fire Insurance Co.  BE3097160      $5,000,000 Each        $10,000 SIR
                                         (AIG)                                             Occurrence
---------------------------------------------------------------------------------------------------------------------------------
Commercial Property/         4/19/95-96  Hartford Lloyds Insurance Co.      61UECLC6597    $230,000 Off. Cont.    $1,000 Cont.
Electronic Equipment                                                                       $290,000 Elec. Equip.  $250 Elec. Equip.
                                                                                                                  Per Occurrence
---------------------------------------------------------------------------------------------------------------------------------
Contractors Equipment        4/19/95-96  Hartford Insurance Company         61MSLC5767     $13,533,648            $25,000 Theft
                                                                                                                   $10,000 AOP
                                                                                                                  Per Occurrence
=================================================================================================================================
</TABLE> 

                                                                    CONFIDENTIAL
                                                                      U 05264


<PAGE>
 
<TABLE> 
<CAPTION> 
---------------------------------------------------------------------------------------------------------------------------------
                                                                                        
=================================================================================================================================
   TYPE OF COVERAGE            POLICY             INSURER                  POLICY NO.         LIMITS              DEDUCTIBLE
                               DATES                                                    
---------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>                                <C>            <C>                 <C> 
Directors & Officers        9/19/94-95   Aetna Casualty & Surety Company    095001738BCA   $2,000,000 occ/agg  Refer to Summary
Liability                                                                                  
--------------------------------------------------------------------------------------------------------------------------------
Foreign Liability Package-  2/22/95-96   CIGNA Insurance Company            PFF047474      $1,000,000 occur.         None      
General Liability/Auto 
Liab./Workers Comp. & 
Empl. Liab.
--------------------------------------------------------------------------------------------------------------------------------
Marine Package - Australian 3/15/95      HIH Casualty & General Insurance   MOA9510340     Charterers - $ 5M   Charterers - $7,500
Job                         to Job       Ltd.                                              Hull - $412,500        Hull - $5,000
                            Completion                                                     Cargo - As Sched.      Cargo - $5,000
                                                                                           P&I - $ 5M           Each Incident
=================================================================================================================================
</TABLE> 

                                                                    CONFIDENTIAL
                                                                      U 05265



<PAGE>
 
                                 SCHEDULE 7.02
                           TO THE GUARANTY AGREEMENT

                                PERMITTED LIENS

UNIVERSAL SEISMIC ASSOCIATES, INC.:

     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------
                                               
     *Sentry Financial Corporation                 MS             646988
     *Sentry Financial Corporation                 NM           920722029
     *Sentry Financial Corporation                 OK             037535
     *Sentry Financial Corporation                 TX           92-142154
     *Sentry Financial Corporation                 LA           09-911764
                                               
UNIVERSAL SEISMIC ACQUISITION, INC.:           
                                               
     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------
                                               
     *Sentry Financial Corporation                 MS             599774
     *Sentry Financial Corporation                 NM           911223031
     *Sentry Financial Corporation                 OK             062451
     ~Fidelity Funding, Inc.                       TX           95-172732
     *Sentry Financial Corporation                 LA           09-904369
                                               
UNIVERSAL SEISMIC TECHNOLOGIES, INC.:          
                                               
     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------
                                               
     ~Fidelity Funding, Inc.                       TX           95-197830
     ~Fidelity Funding, Inc.                       TX           95-204420
                                               
MARINE AUTOMATED SURVEYS, INC.:                
                                               
     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------
                                             
     Connecticut General Life Insurance Co.        TX           91-023503
                                             
*--Such lien shall be a "Permitted Lien" only to the extent such lien covers 
   the equipment described on Annex I to this Schedule 7.02.
   
~--Such lien shall be a "Permitted Lien" only to the extent such lien does not 
   cover the collateral that is subject to the Security Documents.

                                  PAGE 1 OF 3
                                                                    CONFIDENTIAL
                                                                      U 05266

<PAGE>
 
                                 SCHEDULE 7.02
                           TO THE GUARANTY AGREEMENT

                                PERMITTED LIENS

The following financing statements were filed for informational purposes and 
relate to operating leases with respect to certain equipment currently in the 
possession of, but not owned by or recorded as an asset of, Universal Seismic 
Associates, Inc. or its Subsidiaries:

UNIVERSAL SEISMIC ASSOCIATES, INC.:

     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------
                                               
     Newcourt Credit Group, Inc.                   AL          B 95-22202
     Newcourt Credit Group, Inc.                   MS            895255  
     Newcourt Credit Group, Inc.                   NM          950530096 
     Newcourt Credit Group, Inc.                   OK            N01752  
     Glesby-Marks Corporation                      TX          94-026517
     Glesby-Marks Corporation                      TX          94-028683
     Glesby-Marks Corporation                      TX          94-053248
     Glesby-Marks Corporation                      TX          94-105220
     Glesby-Marks Corporation                      TX          94-172325
     Glesby-Marks Corporation                      TX          94-191289
     Glesby-Marks Corporation                      TX          94-219776
     LDI Corporation                               TX          94-224526
     Glesby-Marks Corporation                      TX          94-224801
     Glesby-Marks Corporation                      TX          94-224802
     Glesby-Marks Corporation                      TX          94-232430
     Glesby-Marks Corporation                      TX          94-238037
     Glesby-Marks Corporation                      TX          94-238038
     Glesby-Marks Corporation                      TX          94-128331
     Glesby-Marks Corporation                      TX          94-204213
     Glesby-Marks Corporation                      TX          94-204214
     Glesby-Marks Corporation                      TX          94-204215
     Glesby-Marks Corporation                      TX          94-221807
     Glesby-Marks Corporation                      TX          94-221808
     Newcourt Credit Group, Inc.                   TX          94-105653
     NYNEX Credit Company                          TX          95-230465
     NYNEX Credit Company                      Harris (TX)       903208
     US Bancorp                                    TX          95-126024
     Global Charter Corporation                    LA          36-110792
     Glesby-Marks Corporation                      TX          96-053243

                                  PAGE 2 OF 3
                                                                    CONFIDENTIAL
                                                                      U 05267
<PAGE>
 
                                 SCHEDULE 7.02
                           TO THE GUARANTY AGREEMENT

                                PERMITTED LIENS

     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------
                                               
     Glesby-Marks Corporation                      TX          96-053244
     Glesby-Marks Corporation                      TX          96-074562
     Glesby-Marks Corporation                      TX          96-098976
     Glesby-Marks Corporation                      TX          96-098977
     Glesby-Marks Corporation                      TX          96-119416
     Glesby-Marks Corporation                      TX          96-119417
     Glesby-Marks Corporation                      TX          96-132529
     Glesby-Marks Corporation                      TX          96-141075
     Global Charter Corporation                    TX          96-184776

UNIVERSAL SEISMIC ACQUISITION, INC.:

     SECURED PARTY                             STATE/CTY.      FILING NO.
     -------------                             ----------      ----------

     NYNEX Credit Company                          TX          95-230466
     NYNEX Credit Company                      Harris (TX)       903207



                                  PAGE 3 OF 3
                                                                    CONFIDENTIAL
                                                                      U 05268

<PAGE>
 
                           ANNEX I TO SCHEDULE 7.02

I.  EQUIPMENT

<TABLE> 
<CAPTION> 
QTY     VENDOR          DESCRIPTION                       SERIAL NO.
---     ------          -----------                       ----------
<S>     <C>             <C>                               <C> 
32      Input/Output    RSX I/O System Two
2       Input/Output    Adv. Line-Tap, I/O System Two
50      Input/Output    Battery Pack, Single TC, Type 7
2       Input/Output    PC Assy, Seismic Memory
3       Input/Output    PC Assy, Seismic Memory
11      Input/Output    Rack Assy., RSC
600     Mark Products   Geophone Strings w/12 L-200 Geophone and 2 MPS-4 Connectors
108     Mark Products   Variable Spacing 9 Takeout 1080 Ft. RSC to RSC Cables
54      Mark Products   RSC to RSC Back to Back Connectors
4       Mark Products   Long Distance LT to LT Cables 1500 Ft. Long
4       Mark Products   LT to Near RSC 7 Ft. Long
200     Mark Products   MJC w/L200, 10HZ, 380 OHM Geophones Installed 
                        in Case with 3" Spike on 180 Foot Lead w/MPS-4's
25      Mark Products   RSC to RSC Cable 1050 Feet Long w/Amphib 20P-16S Connectors
8       Mark Products   1500 Foot LT to LT I/O Cables, Coil and Tape
5       Pelton Company  FGVCE-5 Advance II Vibrator Control Elect. Unit Ver. 5
40      Pelton Company  WGEXTC External Control Cables
5       Pelton Company  WGRO Remote Down Cable
5       Pelton Company  FGVIBCPA-4 Connector Panel Cable
5       Pelton Company  FGLIFT Lift Cable Assembly with Actuators
5       Pelton Company  WRIBC Radio Interconnect Box
5       Pelton Company  W2RC Radio Cable
10      Pelton Company  FGDACCA-5 Dual MS Accelerometer
5       Pelton Company  AM2MAN ESG/VIB Manual Ver. 5
5       Pelton Company  YR3rdParty/Third Party Royalty Fee
1       Pelton Company  FGESG-5 Advance II Endcode Sweep Generator System Ver. 5
1       Pelton Company  WESGRSC-5 ESG Recording System Cable
1       Pelton Company  WRIBC Radio Interconnect Box
2       Pelton Company  AM2MAN-5 ESG/VIB Manufals Ver. 5
</TABLE> 

II. SECURITY DEPOSITS - all security deposits (and the proceeds and the products
    thereof) held by Sentry
 

                                                                    CONFIDENTIAL
                                                                       U 05269