[execution]

                        US CREDIT AGREEMENT

      _______________________________________________________

                  QUESTAR MARKET RESOURCES, INC.

                          as US Borrower


                         NATIONSBANK, N.A.

                      as Administrative Agent


             NATIONSBANC MONTGOMERY SECURITIES, L.L.C.

                            as Arranger

                THE FIRST NATIONAL BANK OF CHICAGO

                       as Syndications Agent

                         MELLON BANK, N.A.

                      as Documentation Agent

                and CERTAIN FINANCIAL INSTITUTIONS

                            as Lenders

      _______________________________________________________

                          US $192,000,000

                          April 19, 1999


                         TABLE OF CONTENTS
                                                             Page

     CREDIT AGREEMENT...........................................1

     ARTICLE I - The US Loans...................................1
          Section 1.1.Commitments to Lend; US Notes.............1
          Section 1.2.Requests for New US Loans.................4
          Section 1.3.Continuations and Conversions of Existing US
          Loans.................................................5
          Section 1.4.Use of Proceeds...........................6
          Section 1.5.Interest Rates and Fees...................7
          Section 1.6.Prepayments...............................8
          Section 1.7.Competitive Bid Loans.....................9

     ARTICLE II - Letters of Credit............................11
          Section 2.1.Letters of Credit........................11
          Section 2.2.Requesting Letters of Credit.............12
          Section 2.3.Reimbursement and Participations.........12
          Section 2.4.Letter of Credit Fees....................13
          Section 2.5.No Duty to Inquire.......................13
          Section 2.6.LC Collateral............................14

     ARTICLE III - Payments to Lenders.........................15
          Section 3.1.General Procedures.......................15
          Section 3.2.Increased Cost and Reduced Return........16
          Section 3.3.Limitation on Types of US Loans..........18
          Section 3.4.Illegality...............................18
          Section 3.5.Treatment of Affected US Loans...........19
          Section 3.6.Compensation.............................19
          Section 3.7.Change of Applicable Lending Office......20
          Section 3.8.Replacement of Lenders...................20
          Section 3.9.Taxes....................................20
          Section 3.10.Currency Conversion and Currency Indemnity22

     ARTICLE IV - Conditions Precedent to Lending..............23
          Section 4.1.Documents to be Delivered................23
          Section 4.2.Additional Conditions Precedent to First US Loan
          or First Letter of Credit............................24
          Section 4.3.Additional Conditions Precedent to all US Loans
          and Letters of Credit...,,,,,,.......................25

     ARTICLE V - Representations and Warranties................25
          Section 5.1.No Default...............................26
          Section 5.2.Organization and Good Standing...........26
          Section 5.3.Authorization............................26
          Section 5.4.No Conflicts or Consents.................26
          Section 5.5.Enforceable Obligations..................26
          Section 5.6.Initial Financial Statements.............26
          Section 5.7.Other Obligations and Restrictions.......27
          Section 5.8.Full Disclosure..........................27
          Section 5.9.Litigation...............................27
          Section 5.10.Labor Disputes and Acts of God..........27
          Section 5.11.ERISA Plans and Liabilities.............27
          Section 5.12.Environmental and Other Laws............28
          Section 5.13.US Borrower's Subsidiaries..............28
          Section 5.14.Title to Properties; Licenses...........28
          Section 5.15.Government Regulation...................29
          Section 5.16.Insider.................................29
          Section 5.17.Solvency................................29
          Section 5.18.Year 2000 Compliance....................29

     ARTICLE VI - Affirmative Covenants of US Borrower.........29
          Section 6.1.Payment and Performance..................30
          Section 6.2.Books, Financial Statements and Reports..30
          Section 6.3.Other Information and Inspections........31
          Section 6.4.Notice of Material Events and Change of
          Address..............................................31
          Section 6.5.Maintenance of Properties................32
          Section 6.6.Maintenance of Existence and Qualifications32
          Section 6.7.Payment of Trade Liabilities, Taxes, etc.32
          Section 6.8.Insurance................................32
          Section 6.9.Performance on US Borrower's Behalf......32
          Section 6.10.Interest................................32
          Section 6.11.Compliance with Agreements and Law......33
          Section 6.12.Environmental Matters...................33
          Section 6.13.Evidence of Compliance..................33
          Section 6.14.Bank Accounts; Offset...................33
          Section 6.15.Year 2000 Compliance....................34

     ARTICLE VII - Negative Covenants of US Borrower...........34
          Section 7.1.Indebtedness.............................34
          Section 7.2.Limitation on Liens......................35
          Section 7.3.Limitation on Investments and New Businesses35
          Section 7.4.Limitation on Mergers....................36
          Section 7.5.Limitation on Issuance of Securities by
          Subsidiaries of US Borrower..........................36
          Section 7.6.Transactions with Affiliates.............36
          Section 7.7.Prohibited Contracts.....................36
          Section 7.9.Limitation on Sales of Property..........36
          Section 7.10.Hedging Contracts.......................37
          Section 7.11.Funded Debt to Total Capitalization.....37
          Section 7.12.Net Worth...............................38


ARTICLE VIII - Events of Default and Remedies..................38
          Section 8.1.Events of Default........................38
          Section 8.2.Remedies.................................40

     ARTICLE IX - US Agent.....................................41
          Section 9.1.Appointment, Powers, and Immunities......41
          Section 9.2.Reliance by US Agent.....................41
          Section 9.3.Defaults.................................42
          Section 9.4.Rights as Lender.........................42
          Section 9.5.Indemnification..........................42
          Section 9.6.Non-Reliance on US Agent and Other Lenders42
          Section 9.7.Sharing of Set-Offs and Other Payments...43
          Section 9.8.Investments..............................43
          Section 9.9.Benefit of Article IX....................44
          Section 9.10.Resignation.............................44
          Section 9.11.Lenders to Remain Pro Rata..............44

     ARTICLE X - Miscellaneous.................................44
          Section 10.1.Waivers and Amendments; Acknowledgments.44
          Section 10.2.Survival of Agreements; Cumulative Nature46
          Section 10.3.Notices.................................46
          Section 10.4.Payment of Expenses; Indemnity..........47
          Section 10.5.Joint and Several Liability; Parties in
          Interest.............................................48
          Section 10.6.Assignments and Participations..........48
          Section 10.7.Confidentiality.........................50
          Section 10.8.Governing Law; Submission to Process....51
          Section 10.9.Limitation on Interest..................51
          Section 10.10. Termination; Limited Survival.........51
          Section 10.11. Severability..........................52
          Section 10.12. Counterparts; Fax.....................52
          Section 10.13. Waiver of Jury Trial, Punitive Damages,
          etc..................................................52
          Section 10.14. Defined Terms.........................52
          Section 10.15. Annex I, Exhibits and Schedules; Additional
          Definitions..........................................52
          Section 10.16. Amendment of Defined Instruments......52
          Section 10.17. References and Titles.................53
          Section 10.18. Calculations and Determinations.......53
          Section 10.19. Construction of Indemnities and Releases53

Schedules and Exhibits:

AnnexI   - Defined Terms
Annex II - Lenders Schedule

Schedule 1-Disclosure Schedule
Schedule 2-Subordinate Note

Exhibit A-1-Tranche A Promissory Note
Exhibit A-2-Tranche B Promissory Note
Exhibit B- Borrowing Notice
Exhibit C- Continuation/Conversion Notice
Exhibit D- Certificate Accompanying Financial Statements
Exhibit E- Opinion of Counsel for Restricted Persons
Exhibit F- Assignment and Acceptance Agreement
Exhibit G- Letter of Credit Application and Agreement
Exhibit H- Competitive Bid Request
Exhibit I- Invitation to Bid
Exhibit J- Competitive Bid
Exhibit K- Competitive Bid Accept/Reject Letter
Exhibit L- Competitive Bid Note

                         CREDIT AGREEMENT

     THIS CREDIT AGREEMENT is made as of April 19, 1999, by and among
Questar Market Resources, Inc., a Utah corporation (herein called "US
Borrower"), NationsBank, N.A., individually and as administrative
agent (herein called "US Agent") and the undersigned Lenders.  In
consideration of the mutual covenants and agreements contained herein
the parties hereto agree as follows:

                     ARTICLE I - The US Loans

     Section 1.1.Commitments to Lend; US Notes.

     (a)  Tranche A.  Subject to the terms and conditions hereof, each
Lender severally agrees to make loans to US Borrower (herein called
such Lender's "Tranche A Loans") upon US Borrower's request from time
to time during the US Facility Commitment Period, provided that (i)
subject to Sections 3.3, 3.4 and 3.5, all Lenders are requested to
make Tranche A Loans of the same Type in accordance with their
respective Percentage Shares and as part of the same Borrowing, (ii)
the US Facility Usage shall never exceed the US Maximum Credit Amount,
(iii) such Lender's Percentage Share of the US Facility Usage shall
never exceed such Lender's Percentage Share of the US Maximum Credit
Amount (calculated excluding Competitive Bid Loans), and (iv) such
Lender's Percentage Share of the Tranche A Facility Usage shall never
exceed such Lender's Percentage Share of the Tranche A Maximum Credit
Amount.  The aggregate amount of all Tranche A Loans in any Borrowing
must be an integral multiple of US $100,000 which equals or exceeds US
$200,000 or, if less, must equal the unadvanced portion of the US
Maximum Credit Amount.  The obligation of US Borrower to repay to each
Lender the aggregate amount of all Tranche A Loans made by such
Lender, together with interest accruing in connection therewith, shall
be evidenced by a single promissory note (herein called such Lender's
"Tranche A Note") made by US Borrower payable to the order of such
Lender in the form of Exhibit A-1 with appropriate insertions.  The
amount of principal owing on any Lender's Tranche A Note at any given
time shall be the aggregate amount of all Tranche A Loans theretofore
made by such Lender minus all payments of principal theretofore
received by such Lender on such Tranche A Note.  Interest on each
Tranche A Note shall accrue and be due and payable as provided herein
and therein.  Each Tranche A Note shall be due and payable as provided
herein and therein, and shall be due and payable in full on the US
Facility Maturity Date.  Subject to the terms and conditions hereof,
US Borrower may borrow, repay, and reborrow Tranche A Loans under the
US Agreement during the US Facility Commitment Period.  US Borrower
may have no more than ten Borrowings of US Dollar Eurodollar Loans
(including Tranche A Loans and Tranche B Loans) outstanding at any
time.

     (b)  Tranche B.  Subject to the terms and conditions hereof, each
Lender severally agrees to make loans to US Borrower (herein called
such Lender's "Tranche B Loans") upon US Borrower's request from time
to time during the Tranche B Revolving Period, provided that (i)
subject to Sections 3.3, 3.4 and 3.5, all Lenders are requested to
make Tranche B Loans of the same Type in accordance with their
respective Percentage Shares and as part of the same Borrowing, (ii)
the US Facility Usage shall never exceed the US Maximum Credit Amount
, (iii) such Lender's Percentage Share of the US Facility Usage shall
never exceed such Lender's Percentage Share of the US Maximum Credit
Amount (calculated excluding Competitive Bid Loans), and (iv) such
Lender's Percentage Share of the Tranche B Facility Usage shall never
exceed such Lender's Percentage Share of the Tranche B Maximum Credit
Amount.  The aggregate amount of all Tranche B Loans in any Borrowing
must be an integral multiple of US $100,000 which equals or exceeds US
$200,000 or, if less, must equal the unadvanced portion of the US
Maximum Credit Amount.  The obligation of US Borrower to repay to each
Lender the aggregate amount of all Tranche B Loans made by such
Lender, together with interest accruing in connection therewith, shall
be evidenced by a single promissory note (herein called such Lender's
"Tranche B Note") made by US Borrower payable to the order of such
Lender in the form of Exhibit A-2 with appropriate insertions.  The
amount of principal owing on any Lender's Tranche B Note at any given
time shall be the aggregate amount of all Tranche B Loans theretofore
made by such Lender minus all payments of principal theretofore
received by such Lender on such Tranche B Note.  Interest on each
Tranche B Note shall accrue and be due and payable as provided herein
and therein.  Each Tranche B Note shall be due and payable as provided
herein and therein, and shall be due and payable in full on the
Tranche B Maturity Date.  Subject to the terms and conditions hereof,
US Borrower may borrow, repay, and reborrow Tranche B Loans under the
US Agreement during the Tranche B Revolving Period.  US Borrower may
have no more than ten Borrowings of US Dollar Eurodollar Loans
(including Tranche A Loans and Tranche B Loans) outstanding at any
time.

     (c)  Extension of Conversion Date.

     (i)       US Borrower may, at its option and from time to time
     during the Tranche B Revolving Period, request an offer to extend
     the Tranche B Revolving Period by delivering to US Agent a
     Request for an Offer of Extension not more than sixty days prior
     to the then current Tranche B Conversion Date.  US Agent shall
     forthwith provide a copy of the Request for an Offer of Extension
     to each of the Lenders.  Upon receipt by each Lender from US
     Agent of an executed Request for an Offer of Extension, each
     Lender shall, within thirty days after the date such Lender
     receives such request from US Agent, either:

               (1)  notify US Agent of its acceptance of the Request
          for an Offer of Extension, and the terms and conditions, if
          any, upon which such Lender is prepared to extend the
          Tranche B Conversion Date; or

               (2)  notify US Agent that the Request for an Offer of
          Extension has been denied, such notice to forthwith be
          forwarded by US Agent to US Borrower to allow US Borrower to
          seek a replacement lender pursuant to Section 1.1(e) (any
          Lender giving notice of such denial is herein called a
          "Non-Accepting Lender").  The failure of a Lender to so
          notify US Agent within such thirty day period shall be
          deemed to be notification by such Lender to US Agent that
          such Lender has denied US Borrower's Request for an Offer of
          Extension.

          (ii)     Provided that all Lenders provide notice to US Agent
     under Section 1.1(c)(i) that they accept the Request for an Offer
     of Extension, or if there are Non-Accepting Lenders, such Lenders
     shall have been repaid pursuant to Section 1.1(e) or  replacement
     lenders shall have become parties hereto pursuant to Section
     1.1(e) and shall have accepted the Request for an Offer of
     Extension, such acceptance having common terms and conditions, US
     Agent shall deliver to US Borrower an Offer of Extension
     incorporating such terms and conditions.  Such offer shall be
     open for acceptance by US Borrower until the fifth Business Day
     immediately preceding the then current Tranche B Conversion Date.
     Upon written notice by US Borrower to US Agent accepting an
     outstanding Offer of Extension and agreeing to the terms and
     conditions, if any, specified therein (the date of such notice of
     acceptance in this Section 1.1 being called the "Extension
     Date"), the Tranche B Conversion Date shall be extended to the
     date 364 days from the Extension Date and the terms and
     conditions specified in such Offer of Extension shall be
     immediately effective.

          (iii)    US Borrower understands that the consideration of any
     Request for an Offer of Extension constitutes an independent
     credit decision which each Lender retains the absolute and
     unfettered discretion to make and that no commitment in this
     regard is hereby given by a Lender and that any offer to extend
     the Tranche B Conversion Date may be on such terms and conditions
     in addition to those set out herein as the extending Lenders
     stipulate.

     (d)  Conversion to Tranche B Term Loan.  Effective at 11:59 p.m.
Dallas, Texas time on the day immediately preceding the Tranche B
Conversion Date, (i) each Lender's obligation to make new Tranche B
Loans shall be canceled automatically, and (ii) each Lender's Tranche
B Loans shall become term loans maturing on the Tranche B Maturity
Date.

     (e)  Non-Accepting Lender.  Provided that Lenders whose
Percentage Shares represent more than 50% but less than 100% of the US
Maximum Credit Amount provide notice to US Agent under Section
1.1(c)(i) that they accept the Request for an Offer of Extension, on
notice of US Borrower to US Agent, US Borrower shall be entitled to
choose any of the following in respect of each Non-Accepting Lender
prior to the expiration of the Tranche B Revolving Period, provided
that if US Borrower does not make an election prior to the expiration
of the Tranche B Revolving Period, US Borrower shall be deemed to have
irrevocably elected to exercise the provisions of Section 1.1(e)(i):

          (i)  the Non-Accepting Lender's obligations to make US Loans
     shall be canceled as of the Extension Date, the US Maximum Credit
     Amount shall be reduced by the amount so canceled, and on or
     prior to the Extension Date the US Borrower shall repay in full
     all Obligations then outstanding to the Non-Accepting Lender (as
     defined in Section 1.1(c)(i)(2)), or

          (ii) replace the Non-Accepting Lender by reaching
     satisfactory arrangements with one or more existing Lenders or
     new Lenders, for the purchase, assignment and assumption of all
     Canadian Obligations and US Obligations of the Non-Accepting
     Lender, provided that any new Lender, with, if necessary, any
     Affiliate, shall take a pro rata assignment of both Canadian
     Obligations and US Obligations, and such Non-Accepting Lender
     shall be obligated to sell such Obligations in accordance with
     such satisfactory arrangements.

In connection with any such replacement of a Lender Party pursuant to
this Section 1.1(e), US Borrower shall pay all costs that would have
been due to such Lender Party pursuant to Section 3.6 if such Lender
Party's US Loans had been prepaid at the time of such replacement.

     (f)  Increase in Commitments.  During the Tranche B Revolving
Period, the Tranche A Maximum Credit Amount, the Tranche B Maximum
Credit Amount, the US Maximum Credit Amount and the Canadian Maximum
Credit Amount may be increased, pro rata, by an aggregate amount of
$10,000,000 or any higher integral multiple thereof not to exceed
$50,000,000 at the request of US Borrower and with the prior written
consent of the US Agent and the Canadian Agent, which consent shall
not be unreasonably withheld, and without the consent of any Lender
provided that a new Lender becomes a party to the Credit Agreement
with the same Percentage Share under the US Credit Agreement and the
Canadian Credit Agreement, and that such Lender agrees to all of the
terms and conditions of the US  Loan Documents and the Canadian Loan
Documents.  Each of US Agent and Canadian Agent are hereby authorized
to execute and deliver amendments to the Loan Documents to effectuate
the foregoing on behalf of all Lenders.

     Section 1.2.Requests for New US Loans.  US Borrower must give to
US Agent written notice (or telephonic notice promptly confirmed in
writing) of any requested Borrowing of new US Loans to be advanced by
Lenders.  Each such notice constitutes a "Borrowing Notice" hereunder
and must:

     (a)  specify the aggregate amount of any such Borrowing of new US
Base Rate Loans and the date on which such US Base Rate Loans are to
be advanced, or the aggregate amount of any such Borrowing of new US
Dollar Eurodollar Loans, the date on which such US Dollar Eurodollar
Loans are to be advanced (which shall be the first day of the
Eurodollar Interest Period which is to apply thereto), and the length
of the applicable Eurodollar Interest Period; and

     (b)  be received by US Agent not later than 11:00 a.m., Dallas,
Texas time, on the day on which any such US Base Rate Loans are to be
made, or  the second Business Day preceding the day on which any such
US Dollar Eurodollar Loans are to be made.

Each such written request or confirmation must be made in the form and
substance of the "Borrowing Notice" attached hereto as Exhibit B, duly
completed and signed by an officer of the US Borrower or such other
Person duly authorized by the President of US Borrower,  provided that
US Borrower shall deliver a copy of such authorization to US Agent.
Each such telephonic request shall be deemed a representation,
warranty, acknowledgment and agreement by US Borrower as to the
matters which are required to be set out in such written confirmation.
Upon receipt of any such Borrowing Notice, US Agent shall give each
Lender notice of the terms thereof not later than 1:00 p.m., Dallas,
Texas time on the day it receives such Borrowing Notice from US
Borrower if it receives such Borrowing Notice by 11:00 a.m., Dallas,
Texas time, otherwise on the next Business Day.  If all conditions
precedent to such new US Loans have been met, each Lender will on the
date requested promptly remit to US Agent at US Agent's office in
Dallas, Texas the amount of such Lender's new US Loan in immediately
available funds, and upon receipt of such funds, unless to its actual
knowledge any conditions precedent to such US Loans have been neither
met nor waived as provided herein, US Agent shall promptly make such
US Loans available to US Borrower.  Unless US Agent shall have
received prompt notice from a Lender that such Lender will not make
available to US Agent such Lender's new US Loan, US Agent may in its
discretion assume that such Lender has made such US Loan available to
US Agent in accordance with this section and US Agent may if it
chooses, in reliance upon such assumption, make such US Loan available
to US Borrower.  If and to the extent such Lender shall not so make
its new US Loan available to US Agent, such Lender and US Borrower
severally agree to pay or repay to US Agent within three days after
demand the amount of such US Loan together with interest thereon, for
each day from the date such amount was made available to US Borrower
until the date such amount is paid or repaid to US Agent, with
interest at (1) the Federal Funds Rate, if such Lender is making such
payment; provided that US Agent gave notice of the terms of the
Borrowing Notice to such Lender in accordance with the terms of this
Section 1.2, and (2) the interest rate applicable at the time to the
other new US Loans made on such date, if US Borrower is making such
repayment.  If neither such Lender nor US Borrower pays or repays to
US Agent such amount within such three-day period, US Agent shall in
addition to such amount be entitled to recover from such Lender and
from US Borrower, on demand, interest thereon at the Default Rate for
US Base Rate Loans, calculated from the date such amount was made
available to US Borrower.  The failure of any Lender to make any new
US Loan to be made by it hereunder shall not relieve any other Lender
of its obligation hereunder, if any, to make its new US Loan, but no
Lender shall be responsible for the failure of any other Lender to
make any new US Loan to be made by such other Lender.

     Section 1.3.Continuations and Conversions of Existing US Loans.
US Borrower may make the following elections with respect to US Loans
already outstanding under this Agreement: to convert US Base Rate
Loans to US Dollar Eurodollar Loans, to convert US Dollar Eurodollar
Loans to US Base Rate Loans on the last day of the Eurodollar Interest
Period applicable thereto, and to continue US Dollar Eurodollar Loans
beyond the expiration of such Eurodollar Interest Period by
designating a new Eurodollar Interest Period to take effect at the
time of such expiration.  In making such elections, US Borrower may
combine existing Tranche A Loans made pursuant to separate Borrowings
into one new Borrowing or divide existing Tranche A Loans made
pursuant to one Borrowing into separate new Borrowings, or combine
existing Tranche B Loans made pursuant to separate Borrowings into one
new Borrowing or divide existing Tranche B Loans made pursuant to one
Borrowing into separate new Borrowings, provided that US Borrower may
have no more than ten Borrowings of US Dollar Eurodollar Loans
outstanding at any time.  To make any such election, US Borrower must
give to US Agent written notice (or telephonic notice promptly
confirmed in writing) of any such Conversion or Continuation of
existing US Loans, with a separate notice given for each new
Borrowing.  Each such notice constitutes a "Continuation/Conversion
Notice" hereunder and must:

     (a)  specify the existing US Loans made under this Agreement
which are to be continued or converted and whether such US Loans are
Tranche A Loans or Tranche B Loans;

     (b)  specify the aggregate amount of any Borrowing of US Base
Rate Loans into which such existing US Loans are to be continued or
converted and the date on which such Continuation or Conversion is to
occur, or  the aggregate amount of any Borrowing of US Dollar
Eurodollar Loans into which such existing US Dollar Eurodollar Loans
are to be continued or converted, the date on which such Continuation
or Conversion is to occur (which shall be the first day of the
Eurodollar Interest Period which is to apply to such US Dollar
Eurodollar Loans), and the length of the applicable Eurodollar
Interest Period; and

     (c)  be received by US Agent not later than 11:00 a.m., Dallas,
Texas time, on  the day on which any such Continuation or Conversion
to US Base Rate Loans is to occur, or the second Business Day
preceding the day on which any such Continuation or Conversion to US
Dollar Eurodollar Loans is to occur.

Each such written request or confirmation must be made in the form and
substance of the "Continuation/Conversion Notice" attached hereto as
Exhibit C, duly completed.  Each such telephonic request shall be
deemed a representation, warranty, acknowledgment and agreement by US
Borrower as to the matters which are required to be set out in such
written confirmation.  Upon receipt of any such
Continuation/Conversion Notice, US Agent shall give each Lender prompt
notice of the terms thereof.  Each Continuation/Conversion Notice
shall be irrevocable and binding on US Borrower.  During the
continuance of any Default, US Borrower may not make any election to
convert existing US Loans made under this Agreement into US Dollar
Eurodollar Loans or continue existing US Loans made under this
Agreement as US Dollar Eurodollar Loans.  If (due to the existence of
a Default or for any other reason) US Borrower fails to timely and
properly give any Continuation/Conversion Notice with respect to a
Borrowing of existing US Dollar Eurodollar Loans at least two Business
Days prior to the end of the Eurodollar Interest Period applicable
thereto, such US Dollar Eurodollar Loans shall automatically be
converted into US Base Rate Loans at the end of such Eurodollar
Interest Period.  No new funds shall be repaid by US Borrower or
advanced by any Lender in connection with any Continuation or
Conversion of existing US Loans pursuant to this section, and no such
Continuation or Conversion shall be deemed to be a new advance of
funds for any purpose; such Continuations and Conversions merely
constitute a change in the interest rate applicable to already
outstanding US Loans.

     Section 1.4.Use of Proceeds.  US Borrower shall use all US Loans
made under this Agreement to refinance existing indebtedness, to
finance capital expenditures, to refinance Matured US LC Obligations
outstanding under this Agreement, and provide working capital for its
operations and for other general business purposes.  US Borrower shall
use all Letters of Credit for its general corporate purposes.  In no
event shall the funds from any US Loan or any Letter of Credit be used
directly or indirectly by any Person for personal, family, household
or agricultural purposes or for the purpose, whether immediate,
incidental or ultimate, of purchasing, acquiring or carrying any
"margin stock" (as such term is defined in Regulation U promulgated by
the Board of Governors of the Federal Reserve System) or to extend
credit to others directly or indirectly for the purpose of purchasing
or carrying any such margin stock.  US Borrower represents and
warrants that US Borrower is not engaged principally, or as one of US
Borrower's important activities, in the business of extending credit
to others for the purpose of purchasing or carrying such margin stock.

     Section 1.5.Interest Rates and Fees.

     (a)  Tranche A Loans.  The following interest and fees shall be
payable with respect to Tranche A Loans:

          (i)  Interest.  Each Tranche A Loan that is a US Base Rate
     Loan shall bear interest on each day outstanding at the US Base
     Rate in effect on such day.  Each Tranche A Loan that is a US
     Dollar Eurodollar Loan shall bear interest on each day during the
     related Eurodollar Interest Period at the related Adjusted US
     Dollar Eurodollar Rate in effect on such day.

          (ii) Commitment Fees.  In consideration of each Lender's
     commitment to make Tranche A Loans under this Agreement, US
     Borrower will pay to US Agent for the account of each Lender a
     commitment fee determined on a daily basis by applying the
     Five-Year Commitment Fee Rate to such Lender's Percentage Share
     of the amount by which the Tranche A Maximum Credit Amount
     exceeds the Tranche A Facility Usage on each day during the US
     Facility Commitment Period.  This commitment fee shall be due and
     payable in arrears on the fifteenth day after the end of each
     Fiscal Quarter and at the end of the US Facility Commitment
     Period.

     (b)  Tranche B Loans.  The following interest and fees shall be
          payable with respect to
Tranche B Loans:

          (i)  Interest.  Each Tranche B Loan that is a US Base Rate
     Loan shall bear interest on each day outstanding at the US Base
     Rate in effect on such day.  Each Tranche B Loan that is a US
     Dollar Eurodollar Loan shall bear interest on each day during the
     related Eurodollar Interest Period at the related Adjusted US
     Dollar Eurodollar Rate in effect on such day.

          (ii) Commitment Fees.  In consideration of each Lender's
     commitment to make Tranche B Loans under this Agreement, US
     Borrower will pay to US Agent for the account of each Lender a
     commitment fee determined on a daily basis by applying the
     364-Day Commitment Fee Rate to such Lender's Percentage Share of
     the amount by which the Tranche B Maximum Credit Amount exceeds
     the outstanding principal balance of the Tranche B Loans on each
     day during the period from the date hereof until the Tranche B
     Maturity Date.  This commitment fee shall be due and payable in
     arrears on the fifteenth day after the end of each Fiscal Quarter
     and on the Tranche B Maturity Date.

     (c)  Utilization Fees.  In consideration of each Lender's
commitment to make US Loans under this Agreement, US Borrower will pay
to US Agent for the account of each Lender a utilization fee for each
day during the US Facility Commitment Period that the US Facility
Usage exceeds fifty percent (50%) of the US Maximum Credit Amount.
The amount of the utilization fee shall be determined on a daily basis
by applying the Utilization Fee Rate to such Lender's Percentage Share
of the US Facility Usage on each such day.  This utilization fee shall
be due and payable in arrears on each Interest Payment Date for US
Base Rate Loans and at the end of the US Facility Commitment Period.

     (d)  Competitive Bid Loans.  Each Competitive Bid Loan shall bear
interest on each day outstanding at the Competitive Bid Rate for such
Competitive Bid Loan.

     (e)  All US Loans.  Notwithstanding the foregoing, if an Event of
Default has occurred and is continuing, all US Loans shall bear
interest on each day outstanding at the applicable Default Rate.  Past
due payments of principal and interest shall bear interest at the
rates and in the manner set forth in the US Notes.

     (f)  Administrative Fees.  In addition to all other amounts due
to US Agent under the US Loan Documents, US Borrower will pay fees to
US Agent as described in a letter agreement dated January 14, 1999,
executed by US Agent and accepted and agreed to by US Borrower on
January 15, 1999.

     Section 1.6.Prepayments.

     (a)  Optional Prepayments.  US Borrower may, upon giving notice
to US Agent by 11:00 a.m., Dallas, Texas time on the Business Day of
prepayment, from time to time and without premium or penalty prepay
the US Notes, including Competitive Bid Notes, in whole or in part, so
long as all partial prepayments of principal concurrently paid on the
US Notes are in increments of US $100,000 and in an aggregate amount
greater than or equal to US $200,000, and so long as US Borrower pays
all amounts owing in connection with the prepayment of any US Dollar
Eurodollar Loan or Competitive Bid Loan owing under Section 3.6.  US
Agent shall give each Lender notice thereof by 2:00 p.m. Dallas, Texas
time on the date such notice is received from US Borrower.  Each
prepayment of principal under this section shall be accompanied by all
interest then accrued and unpaid on the principal so prepaid.  Any
principal or interest prepaid pursuant to this section shall be in
addition to, and not in lieu of, all payments otherwise required to be
paid under the US Loan Documents at the time of such prepayment.
Unless otherwise designated by US Borrower, any prepayment of
Competitive Bid Loans shall be applied to the outstanding Competitive
Bid Loans in order of shortest maturity.

     (b)  Mandatory Prepayments of Tranche A Loans.  If the Tranche A
Facility Usage exceeds the Tranche A Maximum Credit Amount, US
Borrower shall immediately prepay the principal of the Tranche A Loans
in an amount at least equal to such excess.

     (c)  Mandatory Prepayments of Tranche B Loans.  If the aggregate
amount of the outstanding Tranche B Loans ever exceeds the Tranche B
Maximum Credit Amount, US Borrower shall immediately prepay the
principal of the Tranche B Loans in an amount at least equal to such
excess.

     (d)   Procedures.  Each prepayment of principal under this
Section shall be accompanied by all interest then accrued and unpaid on the
principal so prepaid.  Any principal or interest prepaid pursuant to
this section shall be in addition to, and not in lieu of, all payments
otherwise required to be paid under the US Loan Documents at the time
of such prepayment.

     Section 1.7.Competitive Bid Loans.

     (a)  US Borrower may request that each Lender submit Competitive
Bids (on a several basis) to US Borrower on any Business Day during
the US Facility Commitment Period, provided that all Lenders are
requested to make a Competitive Bid on the same basis at the same
time.  In order to request Competitive Bids, US Borrower shall deliver
by hand or facsimile to US Agent a Competitive Bid Request, to be
received by US Agent not later than 9:00 a.m., Dallas, Texas time one
Business Day before the date specified for a proposed Competitive Bid
Loan.  A Competitive Bid Request that does not conform substantially
to the format of Exhibit H may be rejected in US Agent's sole
discretion, and US Agent shall promptly notify US Borrower of such
rejection by facsimile.  After receiving an acceptable Competitive Bid
Request, US Agent shall no later than 12:00 noon, Dallas, Texas time
on the date such Competitive Bid Request is received by US Agent, by
facsimile deliver to Lenders an Invitation to Bid substantially in the
form of Exhibit I with respect thereto.

     (b)  Each Lender may, in its sole discretion, make one or more
Competitive Bids to US Agent responsive to each Competitive Bid
Request given by US Borrower.  Each Competitive Bid by a Lender must
be received by US Agent by facsimile not later than 9:00 a.m., Dallas,
Texas time on the date specified for a proposed Competitive Bid Loan.
Multiple bids may be accepted by US Agent.  Competitive Bids that do
not conform substantially to the format of Exhibit J may be rejected
by US Agent after conferring with, and upon the instruction of, US
Borrower, and US Agent shall notify the bidding Lender of such
rejection as soon as practicable.  If any Lender shall elect not to
make a Competitive Bid, such Lender shall so notify US Agent by
facsimile not later than 9:00 a.m., Dallas, Texas time, on the date
specified for a Competitive Bid Loan; provided, however, that failure
by any Lender to give such notice shall not cause such Lender to be
obligated to make any Competitive Bid Loan and by such failure such
Lender shall be deemed to have rejected such Competitive Bid.  A
Competitive Bid submitted by a Lender shall be irrevocable.

     (c)  Promptly, and in no event later than 9:30 a.m., Dallas,
Texas time, on the date specified for a proposed Competitive Bid Loan,
US Agent shall notify US Borrower by facsimile of all the Competitive
Bids made, the Competitive Bid Rate and the principal amount of each
Competitive Bid Loan in respect of which a Competitive Bid was made,
and the identity of each Lender that made each Competitive Bid.  US
Agent shall send a copy of all Competitive Bids to US Borrower for its
records as soon as practicable after completion of the bidding
process.

     (d)  US Borrower may, subject only to the provisions hereof,
accept or reject any Competitive Bid.  US Borrower shall notify US
Agent by facsimile pursuant to a Competitive Bid Accept/Reject Letter
whether and to what extent US Borrower has decided to accept or reject
any or all of the Competitive Bids, not later than 10:00 a.m., Dallas,
Texas time, on the date specified for a proposed Competitive Bid Loan;
provided, however, that:

          (i)  the failure by US Borrower to accept or reject any
     Competitive Bid within the time period specified herein shall be
     deemed to be a rejection of such Competitive Bid,

          (ii) the aggregate amount of the Competitive Bids accepted
     by US Borrower shall not exceed the principal amount specified in
     the Competitive Bid Request,

          (iii)after such Competitive Bid Loan is made, the US
     Facility Usage shall not exceed the US Maximum Credit Amount,

          (iv) if US Borrower shall accept a Competitive Bid or
     Competitive Bids made at a particular Competitive Bid Rate, but
     the amount of such Competitive Bid or Competitive Bids shall
     cause the total amount of Competitive Bids to be accepted by US
     Borrower to exceed the amount specified in the Competitive Bid
     Request, then US Borrower shall accept a portion of such
     Competitive Bid or Competitive Bids in an amount equal to the
     amount specified in the Competitive Bid Request less the amount
     of all other Competitive Bids accepted with respect to such
     Competitive Bid Request, which acceptance, in the case of
     multiple Competitive Bids at such Competitive Bid Rate, shall be
     made pro rata in accordance with the amount of each such
     Competitive Bid at such Competitive Bid Rate, and

          (v)  no Competitive Bid shall be accepted for a Competitive
     Bid Loan unless such Competitive Bid Loan is in a minimum
     principal amount of US $5,000,000 or a higher integral multiple
     of $1,000,000; provided, however, that if a Competitive Bid Loan
     must be in an amount less than US $5,000,000 because of the
     provisions of clause (iv) above, such Competitive Bid Loan may be
     for a minimum of US $1,000,000 or any higher integral multiple
     thereof, and in calculating the pro rata allocation of
     acceptances or portions of multiple bids at a particular
     Competitive Bid Rate pursuant to clause (iv), the amounts shall
     be rounded to integral multiples of US $1,000,000 in a manner
     which shall be in the sole and absolute discretion of US
     Borrower.

     (e)  Promptly on each date US Borrower accepts a Competitive Bid,
US Agent shall notify each Lender whether or not its Competitive Bid
has been accepted (and if so, in what amount and at what Competitive
Bid Rate) by facsimile transmission sent by US Agent, and each
successful bidder will thereupon become bound, subject to the other
applicable conditions hereof, to make the Competitive Bid Loan in
respect of which its Competitive Bid has been accepted.  After
completing the notifications referred to in the immediately preceding
sentence, US Agent shall notify each Lender of the aggregate principal
amount of all Competitive Bids accepted.  Each Lender which is to make
a Competitive Bid Loan shall, before 11:00 a.m., Dallas, Texas time,
on the borrowing date specified in the Competitive Bid Request
applicable thereto, make available to US Agent in immediately
available funds the amount of each Competitive Bid Loan to be made by
such Lender, and US Agent shall promptly deposit such funds to an
account designated by US Borrower.  As soon as practicable thereafter,
US Agent shall notify each Lender of the aggregate amount of
Competitive Bid Loans advanced, the respective Competitive Bid
Interest Periods thereof and Competitive Bid Rate applicable thereto.

     (f)  The obligation of US Borrower to repay to each Lender the
aggregate amount of all Competitive Bid Loans made by such Lender,
together with interest accruing in connection therewith, shall be
evidenced by promissory notes (respectively, such Lender's
"Competitive Bid Note") made by US Borrower payable to the order of
such Lender in the form of Exhibit L, with appropriate insertions.
The amount of principal owing on any Lender's Competitive Bid Note at
any given time shall be the aggregate amount of all Competitive Bid
Loans theretofore made by such Lender thereunder minus all payments of
principal theretofore received by such Lender thereon.  Interest on
each Competitive Bid Note shall accrue and be due and payable as
provided herein and therein.  US Borrower shall repay on the final day
of the Competitive Bid Interest Period of each Competitive Bid Loan
(such date being that specified by US Borrower for repayment of such
Competitive Bid Loan in the related Competitive Bid Request and such
date being no later than six months after the date of the Competitive
Bid Loan) the then unpaid principal amount of such Competitive Bid
Loan.  Subject to Section 1.6 and the payment of amounts described in
Section 3.6, US Borrower shall have the right to prepay any principal
amount of any Competitive Bid Loan.

     (g)  No Competitive Bid Loan shall be made within five Business
Days after the date of any other Competitive Bid Loan, unless US
Borrower and US Agent shall mutually agree otherwise.  If US Agent
shall at any time elect to submit a Competitive Bid in its capacity as
a Lender, it shall submit such bid directly to US Borrower requesting
such Competitive Bid one quarter of an hour earlier than the latest
time at which the other Lenders are required to submit their bids to
US Agent.

                  ARTICLE II - Letters of Credit

     Section 2.1.Letters of Credit.  Subject to the terms and
conditions hereof, US Borrower may during the US Facility Commitment
Period request US LC Issuer to issue one or more Letters of Credit,
provided that, after taking such Letter of Credit into account:

     (a)     the Tranche A Facility Usage does not exceed the Tranche A
Maximum Credit Amount and the US Facility Usage does not exceed the US
Maximum Credit Amount at such time;

     (b)     the aggregate amount of US LC Obligations arising from
Letters of Credit issued under this Agreement at such time does not
exceed the US LC Sublimit;

     (c)     the expiration date of such Letter of Credit is prior to the
end of the US Facility Commitment Period;

     (d)     such Letter of Credit is to be used for general corporate
purposes of US Borrower;

     (e)     such Letter of Credit is not directly or indirectly used to
assure payment of or otherwise support any Indebtedness of any Person
other than Indebtedness of any Restricted Person permitted by this
Agreement;

     (f)     the issuance of such Letter of Credit will be in compliance
with all applicable governmental restrictions, policies, and
guidelines and will not subject US LC Issuer to any cost which is not
reimbursable under Article III;

     (g)     the form and terms of such Letter of Credit are acceptable
to US LC Issuer in its sole and absolute discretion; and

     (h)     all other conditions in this Agreement to the issuance of
such Letter of Credit have been satisfied.

US LC Issuer will honor any such request if the foregoing conditions
(a) through (h) (in the following Section 2.2 called the "LC
Conditions") have been met as of the date of issuance of such Letter
of Credit.  US LC Issuer may choose to honor any such request for any
other Letter of Credit but has no obligation to do so and may refuse
to issue any other requested Letter of Credit for any reason which US
LC Issuer in its sole discretion deems relevant.

     Section 2.2.Requesting Letters of Credit.  US Borrower must make
written application for any Letter of Credit at least three Business
Days before the date on which US Borrower desires for US LC Issuer to
issue such Letter of Credit.  By making any such written application
US Borrower shall be deemed to have represented and warranted that the
LC Conditions described in Section 2.1 will be met as of the date of
issuance of such Letter of Credit.  Each such written application for
a Letter of Credit must be made in writing in the form and substance
of Exhibit G, the terms and provisions of which are hereby
incorporated herein by reference (or in such other form as may
mutually be agreed upon by US LC Issuer and US Borrower).  Two
Business Days after the LC Conditions for a Letter of Credit have been
met as described in Section 2.1 (or if US LC Issuer otherwise desires
to issue such Letter of Credit), US LC Issuer will issue such Letter
of Credit at US LC Issuer's office in Dallas, Texas.  If any
provisions of any LC Application conflict with any provisions of this
Agreement, the provisions of this Agreement shall govern and control.

     Section 2.3.Reimbursement and Participations.

     (a)     Reimbursement by US Borrower.  If the beneficiary of any
Letter of Credit issued hereunder makes a draft or other demand for
payment thereunder then Tranche A Loans that are US Base Rate Loans
shall be made by Lenders to US Borrower in the amount of such draft or
demand notwithstanding the fact that one or more conditions precedent
to the making of such US Base Rate Loans may not have been satisfied.
Such US Base Rate Loans shall be made concurrently with US LC Issuer's
payment of such draft or demand without any request therefor by US
Borrower and shall be immediately used by US LC Issuer to repay the
amount of the resulting Matured US LC Obligation.

     (b)     Participation by Lenders.  US LC Issuer irrevocably agrees
to grant and hereby grants to each Lender, and to induce US LC Issuer
to issue Letters of Credit hereunder, each Lender irrevocably agrees
to accept and purchase and hereby accepts and purchases from US LC
Issuer, on the terms and conditions hereinafter stated and for such
Lender's own account and risk, an undivided interest equal to such
Lender's Percentage Share of US LC Issuer's obligations and rights
under each Letter of Credit issued hereunder and the amount of each
Matured US LC Obligation paid by US LC Issuer thereunder.  Each Lender
unconditionally and irrevocably agrees with US LC Issuer that, if a
Matured US LC Obligation is paid under any Letter of Credit issued
hereunder for which US LC Issuer is not reimbursed in full, whether
pursuant to Section 2.3(a) above or otherwise, such Lender shall (in
all circumstances and without set-off or counterclaim) pay to US LC
Issuer on demand, in immediately available funds at US LC Issuer's
address for notices hereunder, such Lender's Percentage Share of such
Matured US LC Obligation (or any portion thereof which has not been
reimbursed by US Borrower).  Each Lender's obligation to pay US LC
Issuer pursuant to the terms of this subsection is irrevocable and
unconditional.  If any amount required to be paid by any Lender to US
LC Issuer pursuant to this subsection is paid by such Lender to US LC
Issuer within three Business Days after the date such payment is due,
US LC Issuer shall in addition to such amount be entitled to recover
from such Lender, on demand, interest thereon calculated from such due
date at the Federal Funds Rate.  If any amount required to be paid by
any Lender to US LC Issuer pursuant to this subsection is not paid by
such Lender to US LC Issuer within three Business Days after the date
such payment is due, US LC Issuer shall in addition to such amount be
entitled to recover from such Lender, on demand, interest thereon
calculated from such due date at the Default Rate.

     (c)     Distributions to Participants.  Whenever US LC Issuer has in
accordance with this section received from any Lender payment of such
Lender's Percentage Share of any Matured US LC Obligation, if US LC
Issuer thereafter receives any payment of such Matured US LC
Obligation or any payment of interest thereon (whether directly from
US Borrower or by application of LC Collateral or otherwise, and
excluding only interest for any period prior to US LC Issuer's demand
that such Lender make such payment of its Percentage Share), US LC
Issuer will distribute to such Lender its Percentage Share of the
amounts so received by US LC Issuer; provided, however, that if any
such payment received by US LC Issuer must thereafter be returned by
US LC Issuer, such Lender shall return to US LC Issuer the portion
thereof which US LC Issuer has previously distributed to it.

     (d)     Calculations.  A written advice setting forth in reasonable
detail the amounts owing under this section, submitted by US LC Issuer
to US Borrower or any Lender from time to time, shall be conclusive,
absent manifest error, as to the amounts thereof.

     Section 2.4.Letter of Credit Fees.  In consideration of US LC
Issuer's issuance of any Letter of Credit, US Borrower agrees to pay
A. to US LC Issuer for its own account, a letter of credit fronting
fee at a rate equal to 12.5 Basis Points per annum, prorated for the
term of the Letter of Credit, multiplied by the face amount of such
Letter of Credit, payable on the date of issuance, and (b) to US
Agent, for the account of all Lenders in accordance with their
respective Percentage Shares, a letter of credit issuance fee
calculated by applying the Applicable Margin to the face amount of all
Letters of Credit outstanding on each day, payable in arrears on the
last day of each Fiscal Quarter.

     Section 2.5.No Duty to Inquire.

     (a)     Drafts and Demands.  US LC Issuer is authorized and
instructed to accept and pay drafts and demands for payment under any
Letter of Credit without requiring, and without responsibility for,
any determination as to the existence of any event giving rise to said
draft, either at the time of acceptance or payment or thereafter.  US
LC Issuer is under no duty to determine the proper identity of anyone
presenting such a draft or making such a demand (whether by tested
telex or otherwise) as the officer, representative or agent of any
beneficiary under any Letter of Credit, and payment by US LC Issuer to
any such beneficiary when requested by any such purported officer,
representative or agent is hereby authorized and approved.  US
Borrower releases each Lender Party from, and agrees to hold each
Lender Party harmless and indemnified against, any liability or claim
in connection with or arising out of the subject matter of this
section, which indemnity shall apply whether or not any such liability
or claim is in any way or to any extent caused, in whole or in part,
by any negligent act or omission of any kind by any Lender Party,
provided only that no Lender Party shall be entitled to
indemnification for that portion, if any, of any liability or claim
which is proximately caused by its own individual gross negligence or
willful misconduct, as determined in a final judgment.

     (b)     Extension of Maturity.  If the maturity of any Letter of
Credit is extended by its terms or by Law or governmental action, if
any extension of the maturity or time for presentation of drafts or
any other modification of the terms of any Letter of Credit is made at
the request of any Restricted Person, or if the amount of any Letter
of Credit is increased at the request of any Restricted Person, this
Agreement shall be binding upon all Restricted Persons with respect to
such Letter of Credit as so extended, increased or otherwise modified,
with respect to drafts and property covered thereby, and with respect
to any action taken by US LC Issuer, US LC Issuer's correspondents, or
any Lender Party in accordance with such extension, increase or other
modification.

     (c)     Transferees of Letters of Credit.  If any Letter of Credit
provides that it is transferable, US LC Issuer shall have no duty to
determine the proper identity of anyone appearing as transferee of
such Letter of Credit, nor shall US LC Issuer be charged with
responsibility of any nature or character for the validity or
correctness of any transfer or successive transfers, and payment by US
LC Issuer to any purported transferee or transferees as determined by
US LC Issuer is hereby authorized and approved, and US Borrower
releases each Lender Party from, and agrees to hold each Lender Party
harmless and indemnified against, any liability or claim in connection
with or arising out of the foregoing, which indemnity shall apply
whether or not any such liability or claim is in any way or to any
extent caused, in whole or in part, by any negligent act or omission
of any kind by any Lender Party, provided only that no Lender Party
shall be entitled to indemnification for that portion, if any, of any
liability or claim which is proximately caused by its own individual
gross negligence or willful misconduct, as determined in a final
judgment.

     Section 2.6.LC Collateral.

     (a)     US LC Obligations in Excess of US Maximum Credit Amount.
If, after the making of all mandatory prepayments required under
Section 1.6(b), the US LC Obligations outstanding under the US
Agreement will exceed the Tranche A Maximum Credit Amount, then in
addition to prepayment of the entire principal balance of the US Loans
US Borrower will immediately pay to US LC Issuer an amount equal to
such excess.  US LC Issuer will hold such amount as security for the
remaining US LC Obligations outstanding under the US Agreement (all
such amounts held as security for US LC Obligations being herein
collectively called "LC Collateral") and the other US Obligations, and
such collateral may be applied from time to time to any Matured US LC
Obligations or other US Obligations which are due and payable.
Neither this subsection nor the following subsection shall, however,
limit or impair any rights which US LC Issuer may have under any other
document or agreement relating to any Letter of Credit, LC Collateral
or US LC Obligation, including any LC Application, or any rights which
any Lender Party may have to otherwise apply any payments by US
Borrower and any LC Collateral under Section 3.1.

     (b)     Acceleration of US LC Obligations.  If the US Obligations or
any part thereof become immediately due and payable pursuant to
Section 8.1 then, unless Required Lenders otherwise specifically elect
to the contrary (which election may thereafter be retracted by
Required Lenders at any time), all US LC Obligations shall become
immediately due and payable without regard to whether or not actual
drawings or payments on the Letters of Credit have occurred, and US
Borrower shall be obligated to pay to US LC Issuer immediately an
amount equal to the aggregate US LC Obligations which are then
outstanding.

     (c)     Investment of LC Collateral.  Pending application thereof,
all LC Collateral shall be invested by US LC Issuer in such
Investments as US LC Issuer may choose in its sole discretion.  All
interest on (and other proceeds of) such Investments shall be
reinvested or applied to Matured US LC Obligations or other US
Obligations which are due and payable.  When all US Obligations have
been satisfied in full, including all US LC Obligations, all Letters
of Credit have expired or been terminated, and all of US Borrower's
reimbursement obligations in connection therewith have been satisfied
in full, US LC Issuer shall release any remaining LC Collateral.  US
Borrower hereby assigns and grants to US LC Issuer a continuing
security interest in all LC Collateral paid by it to US LC Issuer, all
Investments purchased with such LC Collateral, and all proceeds
thereof to secure its Matured US LC Obligations and the other US
Obligations hereunder, each US Note, and the other US Loan Documents.
US Borrower further agrees that US LC Issuer shall have all of the
rights and remedies of a secured party under the Uniform Commercial
Code as adopted in the State of Utah with respect to such security
interest and that an Event of Default under this Agreement shall
constitute a default for purposes of such security interest.  When US
Borrower is required to provide LC Collateral for any reason and fails
to do so on the day when required, US LC Issuer may without notice to
US Borrower or any other Restricted Person provide such LC Collateral
(whether by transfers from other accounts maintained with US LC
Issuer, or otherwise) using any available funds of US Borrower or any
other Person also liable to make such payments.

                 ARTICLE III - Payments to Lenders

     Section 3.1.General Procedures.  US Borrower will make each
payment which it owes under the US Loan Documents to US Agent for the
account of the Lender Party to whom such payment is owed, in lawful
money of the United States of America, without set-off, deduction or
counterclaim, and in immediately available funds.  Each such payment
must be received by US Agent not later than 11:00 a.m., Dallas, Texas
time, on the date such payment becomes due and payable.  Any payment
received by US Agent after such time will be deemed to have been made
on the next following Business Day.  Should any such payment become
due and payable on a day other than a Business Day, the maturity of
such payment shall be extended to the next succeeding Business Day,
and, in the case of a payment of principal or past due interest,
interest shall accrue and be payable thereon for the period of such
extension as provided in the US Loan Document under which such payment
is due.  Each payment under a US Loan Document shall be due and
payable at the place provided therein and, if no specific place of
payment is provided, shall be due and payable at the place of payment
of US Agent's US Note.  When US Agent collects or receives money on
account of the US Obligations, US Agent shall distribute all money so
collected or received by 2:00 p.m. Dallas, Texas time on the Business
Day received, if received by *[11:00] a.m. Dallas, Texas time,
otherwise on the day of deemed receipt, and each Lender Party shall
apply all such money so distributed, as follows:

     (a)     first, for the payment of all US Obligations which are then
due (and if such money is insufficient to pay all such US Obligations,
first to any reimbursements due US Agent under Section 6.9 or 10.4,
then to any reimbursement due any other Lender Party under Section
10.4, and then to the partial payment of all other US Obligations then
due in proportion to the amounts thereof, or as Lender Parties shall
otherwise agree);

     (b)     then for the prepayment of amounts owing under the US Loan
Documents (other than principal on the US Notes) if so specified by US
Borrower;

     (c)     then for the prepayment of principal on the US Notes,
together with accrued and unpaid interest on the principal so prepaid;
and

     (d)     last, for the payment or prepayment of any other US
Obligations.

All payments applied to principal or interest on any US Note shall be
applied first to any interest then due and payable, then to principal
then due and payable, and last to any prepayment of principal and
interest in compliance with Sections 1.6 and 2.1.  All distributions
of amounts described in any of subsections (b), (c) or (d) above shall
be made by US Agent pro rata to each Lender Party then owed US
Obligations described in such subsection in proportion to all amounts
owed to all Lender Parties which are described in such subsection;
provided that if any Lender then owes payments to US LC Issuer for the
purchase of a participation under Section 2.3(b) or to US Agent under
Section 9.7, any amounts otherwise distributable under this section to
such Lender shall be deemed to belong to US LC Issuer, or US Agent,
respectively, to the extent of such unpaid payments, and US Agent
shall apply such amounts to make such unpaid payments rather than
distribute such amounts to such Lender.

     Section 3.2.Increased Cost and Reduced Return.

     (a)     If, after the date hereof, the adoption of any applicable
Law, rule, or regulation, or any change in any applicable Law, rule,
or regulation, or any change in the interpretation or administration
thereof by any Governmental Authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or
compliance by any Lender Party (or its Applicable Lending Office) with
any request or directive (whether or not having the force of Law) of
any such Governmental Authority, central bank, or comparable agency:

          (i)     shall subject such Lender Party (or its Applicable
     Lending Office) to any tax, duty, or other charge with respect to
     any US Dollar Eurodollar Loans or Competitive Bid Loans, or its
     obligation to make US Dollar Eurodollar Loans, or change the
     basis of taxation of any amounts payable to such Lender Party (or
     its Applicable Lending Office) under this Agreement or its Note
     in respect of any US Dollar Eurodollar Loans or Competitive Bid
     Loans (other than taxes (including franchise taxes) imposed on
     the overall net income of such Lender Party by the jurisdiction
     in which such Lender Party has its principal office or such
     Applicable Lending Office);

          (ii)     shall impose, modify, or deem applicable any reserve,
     special deposit, assessment, or similar requirement (other than
     the Reserve Requirement utilized in the determination of the
     Adjusted US Dollar Eurodollar Rate) relating to any extensions of
     credit or other assets of, or any deposits with or other
     liabilities or commitments of, such Lender Party (or its
     Applicable Lending Office), including the commitment of such
     Lender Party hereunder; or

          (iii)     shall impose on such Lender Party (or its Applicable
     Lending Office) or the London interbank market any other
     condition affecting this Agreement or its US Notes or any of such
     extensions of credit or liabilities or commitments;

and the result of any of the foregoing is to increase the cost to such
Lender Party (or its Applicable Lending Office) of making, converting
into, continuing, or maintaining any US Dollar Eurodollar Loans or
Competitive Bid Loans or to reduce any sum received or receivable by
such Lender Party (or its Applicable Lending Office) under this
Agreement or its US Notes with respect to any US Dollar Eurodollar
Loans or Competitive Bid Loans, then US Borrower shall pay to such
Lender Party on demand such amount or amounts as will compensate such
Lender Party for such increased cost or reduction.  If any Lender
Party requests compensation by US Borrower under this Section 3.2(a),
US Borrower may, by notice to such Lender Party (with a copy to US
Agent), suspend the obligation of such Lender Party to make or
continue US Loans of the Type with respect to which such compensation
is requested, or to convert US Loans of any other Type into US Loans
of such Type, until the event or condition giving rise to such request
ceases to be in effect (in which case the provisions of Section 3.5
shall be applicable); provided that such suspension shall not affect
the right of such Lender Party to receive the compensation so
requested.

     (b)     If, after the date hereof, any Lender Party shall have
determined that the adoption of any applicable Law, rule, or
regulation regarding capital adequacy or any change therein or in the
interpretation or administration thereof by any Governmental
Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or any request or directive
regarding capital adequacy (whether or not having the force of Law) of
any such Governmental Authority, central bank, or comparable agency,
has the effect of reducing the rate of return on the capital of such
Lender Party or any corporation controlling such Lender Party as a
consequence of the obligations of such Lender Party hereunder to a
level below that which such Lender Party or such corporation could
have achieved but for such adoption, change, request, or directive
(taking into consideration its policies with respect to capital
adequacy), then from time to time upon demand US Borrower shall pay
such Lender Party such additional amount or amounts as will compensate
such Lender Party for such reduction, but only to the extent that such
Lender Party has not been compensated therefor by any increase in the
Adjusted US Dollar Eurodollar Rate; provided that if such Lender Party
fails to give notice to US Borrower of any additional costs within
ninety (90) days after it has actual knowledge thereof, such Lender
Party shall not be entitled to compensation for such additional costs
incurred more than ninety (90) days prior to the date on which notice
is given by such Lender Party.

     (c)     US LC Issuer and each Lender Party shall promptly notify US
Borrower and US Agent of any event of which it has knowledge,
occurring after the date hereof, which will entitle US LC Issuer or
such Lender Party to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation
will avoid the need for, or reduce the amount of, such compensation
and will not, in the judgment of such Lender Party, be otherwise
disadvantageous to it.

     (d)     US LC Issuer or any Lender Party claiming compensation under
this Section  3.2 or Section 3.6 shall furnish to US Borrower and US
Agent a statement setting forth the additional amount or amounts to be
paid to it hereunder which shall be conclusive in the absence of
manifest error.  In determining such amount, US LC Issuer or such
Lender Party shall act in good faith and may use any reasonable
averaging and attribution methods.

     Section 3.3.Limitation on Types of US Loans.  If on or prior to
the first day of any Eurodollar Interest Period for any US Dollar
Eurodollar Loan:

     (a)     US Agent determines (which determination shall be
conclusive) that by reason of circumstances affecting the relevant
market, adequate and reasonable means do not exist for ascertaining
the US Dollar Eurodollar Rate for such Eurodollar Interest Period; or

     (b)     the Required Lenders determine (which determination shall be
conclusive) and notify US Agent that the Adjusted US Dollar Eurodollar
Rate will not adequately and fairly reflect the cost to the Lenders of
funding US Dollar Eurodollar Loans or for such Eurodollar Interest
Period; then US Agent shall give US Borrower prompt notice thereof
specifying the relevant amounts or periods, and so long as such
condition remains in effect, the Lender Parties shall be under no
obligation to make additional US Dollar Eurodollar Loans, continue US
Dollar Eurodollar Loans or convert US Base Rate Loans into US Dollar
Eurodollar Loans, and US Borrower shall, on the last day(s) of the
then current Eurodollar Interest Period(s) for the outstanding US
Dollar Eurodollar Loans, either prepay such US Loans or convert such
US Loans into US Base Rate Loans in accordance with the terms of this
Agreement.

     Section 3.4.Illegality.  Notwithstanding any other provision of
this Agreement, in the event that it becomes unlawful for any Lender
Party or its Applicable Lending Office to make, maintain, or fund US
Dollar Eurodollar Loans hereunder, then such Lender Party shall
promptly notify US Borrower thereof and such Lender Party's obligation
to make or continue US Dollar Eurodollar Loans and to convert US Base
Rate Loans into US Dollar Eurodollar Loans shall be suspended until
such time as such Lender Party may again make, maintain, and fund US
Dollar Eurodollar Loans (in which case the provisions of Section 3.5
shall be applicable).

     Section 3.5.Treatment of Affected US Loans.  If the obligation of
any Lender Party to make a particular Type of Loan or to continue, or
to convert US Loans of any other Type into, US Loans of a particular
Type shall be suspended pursuant to Sections 3.2, 3.3 or 3.4 hereof
(US Loans of such Type being herein called "Affected Loans" and such
Type being herein called the "Affected Type"), such Lender Party's
Affected Loans shall be automatically converted into US Base Rate
Loans on the last day(s) of the then current Interest Period(s) for
Affected Loans (or, in the case of a Conversion required by Section
3.4 hereof, on such earlier date as such Lender Party may specify to
US Borrower with a copy to US Agent) and, unless and until such Lender
Party gives notice as provided below that the circumstances specified
in Sections 3.2, 3.3 or 3.4 hereof that gave rise to such Conversion
no longer exist:

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

     (b)     all US Loans that would otherwise be made or continued by
such Lender Party as US Loans of the Affected Type shall be made or
continued instead as US Base Rate Loans, and all US Loans of such
Lender Party that would otherwise be converted into US Loans of the
Affected Type shall be converted instead into (or shall remain as) US
Base Rate Loans.

If such Lender Party gives notice to US Borrower (with a copy to US
Agent) that the circumstances specified in Section 3.2, 3.3 or 3.4
hereof that gave rise to the Conversion of such Lender Party's
Affected Loans pursuant to this Section no longer exist (which such
Lender Party agrees to do promptly upon such circumstances ceasing to
exist) at a time when US Loans of the Affected Type made by other
Lender Parties are outstanding, such Lender Party's US Base Rate Loans
shall be automatically converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding US Loans of the
Affected Type, to the extent necessary so that, after giving effect
thereto, all US Loans held by the Lender Parties holding US Loans of
the Affected Type and by such Lender Party are held pro rata (as to
principal amounts, Types, and Interest Periods) in accordance with
their Percentage Shares of the US Maximum Credit Amount.

     Section 3.6.Compensation.  Upon the request of any Lender Party,
US Borrower shall pay to such Lender Party such amount or amounts as
shall be sufficient (in the reasonable opinion of such Lender Party)
to compensate it for any loss, cost, or expense (including loss of
anticipated profits) incurred by it as a result of:

     (a)     any payment, prepayment, or Conversion of a US Dollar
Eurodollar Loan for any reason (including, without limitation, the
acceleration of the US Loans pursuant to Section 8.1) on a date other
than the last day of the Interest Period for such US Loan; or

     (b)     any failure by US Borrower for any reason (including,
without limitation, the failure of any condition precedent specified
in Article IV to be satisfied) to borrow, convert, continue, or prepay
a US Dollar Eurodollar Loan on the date for such borrowing,
Conversion, Continuation, or prepayment specified in the relevant
notice of borrowing, prepayment, Continuation, or Conversion under
this Agreement.

     Section 3.7.Change of Applicable Lending Office.  Each Lender
Party agrees that, upon the occurrence of any event giving rise to the
operation of Sections 3.2 through 3.5 with respect to such Lender
Party, it will, if requested by US Borrower, use reasonable efforts
(subject to overall policy considerations of such Lender Party) to
designate another Applicable Lending Office, provided that such
designation is made on such terms that such Lender Party and its
Applicable Lending Office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event
giving rise to the operation of any such section.  Nothing in this
section shall affect or postpone any of the obligations of US Borrower
or the rights of any Lender Party provided in Sections 3.2 through
3.5.

     Section 3.8.Replacement of Lenders.  If any Lender Party seeks
reimbursement for increased costs under Sections 3.2 through 3.5, or
if a US Borrower is required to increase any such payment under
Section 3.9, then within ninety days thereafter -- provided no Event
of Default then exists -- US Borrower shall have the right (unless
such Lender Party withdraws its request for additional compensation)
to replace such Lender Party by requiring such Lender Party to assign
its US Loans, US Notes, US LC Obligations, Canadian Advances, Canadian
Notes, Canadian LC Obligations and its commitments hereunder and under
the Canadian Agreement to an Eligible Transferee reasonably acceptable
to all Borrowers, provided that:  all Obligations of Borrowers owing
to such Lender Party being replaced (including such increased costs,
but excluding principal and accrued interest on the US Notes and the
Canadian Notes being assigned) shall be paid in full to such Lender
Party concurrently with such assignment, and the replacement Eligible
Transferee shall purchase the foregoing by paying to such Lender Party
a price equal to the principal amount thereof plus accrued and unpaid
interest thereon.  In connection with any such assignment US Borrower,
US Agent, such Lender Party and the replacement Eligible Transferee
shall otherwise comply with Section 10.5.  Notwithstanding the
foregoing rights of US Borrower under this section, however, US
Borrower may not replace any Lender Party which seeks reimbursement
for increased costs under Section 3.2 through 3.5 unless US Borrower
is at the same time replacing all Lender Parties which are then
seeking such compensation.  In connection with any such replacement of
a Lender Party, US Borrower shall pay all costs that would have been
due to such Lender Party pursuant to Section 3.6 if such Lender
Party's US Loans had been prepaid at the time of such replacement.

     Section 3.9.Taxes.    (a)  Any and all payments by US Borrower to
or for the account of any Lender Party, US Agent or US LC Issuer
hereunder or under any other US Loan Document shall be made free and
clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding, in the case of
each Lender Party, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the Laws of which such Lender
Party (or its Applicable Lending Office) is organized or is a resident
for tax purposes or any political subdivision thereof (all such
non-excluded taxes, duties, levies, imposts, deductions, charges,
withholdings, and liabilities being hereinafter in this section 3.9
referred to as "Taxes").  If US Borrower shall be required by Law to
deduct any Taxes from or in respect of any sum payable under this
Agreement or any other US Loan Document to any Lender Party,  the sum
payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional
sums payable under this section) such Lender Party receives an amount
equal to the sum it would have received had no such deductions been
made,  US Borrower shall make such deductions, and US Borrower shall
pay the full amount deducted to the relevant taxation authority or
other authority in accordance with applicable Law.

     (b)     In addition, US Borrower agrees to pay any and all present
or future stamp or documentary taxes and any other excise or property
taxes or charges or similar levies which arise from any payment made
under this Agreement or any other US Loan Document or from the
execution or delivery of, or otherwise with respect to, this Agreement
or any other US Loan Document (hereinafter in this Section 3.9
referred to as "Other Taxes").

     (c)     US Borrower agrees to indemnify each Lender Party, US Agent
and US LC Issuer for the full amount of Taxes and Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this section)
paid by such Lender Party or US Agent (as the case may be) and any
liability (including penalties, interest, and expenses) arising
therefrom or with respect thereto.

     (d)      Each Lender Party organized under the Laws of a
jurisdiction outside the United States, on or prior to the date of its
execution and delivery of this Agreement in the case of each Lender
Party listed on the signature pages hereof and on or prior to the date
on which it becomes a Lender Party in the case of each other Lender
Party, and from time to time thereafter if requested in writing by US
Borrower or US Agent (but only so long as such Lender Party remains
lawfully able to do so), shall provide US Borrower and US Agent with a
properly executed  Internal Revenue Service Form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, certifying that such Lender Party is entitled to benefits
under an income tax treaty to which the United States is a party which
reduces the rate of withholding tax on payments of interest or
certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the
United States,  Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue
Service, and any other form or certificate required by any taxing
authority (including any certificate required by Sections 871(h) and
881(c) of the Internal Revenue Code), certifying that such Lender
Party is entitled to an exemption from or a reduced rate of tax on
payments pursuant to this Agreement or any of the other US Loan
Documents.

     (e)     For any period with respect to which a Lender Party has
failed to provide US Borrower and US Agent with the appropriate form
pursuant to Section 3.9(d) (unless such failure is due to a change in
treaty, Law, or regulation occurring subsequent to the date on which a
form originally was required to be provided), such Lender Party shall
not be entitled to indemnification under Sections 3.9(a), 3.9(b) or
3.9(c) with respect to Taxes imposed by the United States; provided,
however, that should a Lender Party, which is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to Taxes
because of its failure to deliver a form required hereunder, US
Borrower shall take such steps as such Lender Party shall reasonably
request to assist such Lender Party to recover such Taxes.  Further,
US Borrower shall not be required to indemnify such Lender Party for
any withholding taxes which US Borrower is required to withhold and
remit in respect of any principal, interest or other amount paid or
payable by US Borrower to or for account of any Lender Party hereunder
or under any other US Loan Document.

     (f)     If US Borrower is required to pay additional amounts to or
for the account of any Lender Party pursuant to this Section, then
such Lender Party will agree to use reasonable efforts to change the
jurisdiction of its Applicable Lending Office so as to eliminate or
reduce any such additional payment which may thereafter accrue if such
change, in the judgment of such Lender Party, is not otherwise
disadvantageous to such Lender Party and in the event Lender Party is
reimbursed for an amount paid by US Borrower pursuant to this Section,
it shall promptly return such amount to US Borrower.

     (g)     Within thirty (30) days after the date of any payment of
Taxes, US Borrower shall furnish to US Agent the original or a
certified copy of a receipt evidencing such payment.

     (h)     Without prejudice to the survival of any other agreement of
US Borrower hereunder, the agreements and obligations of US Borrower
contained in this section shall survive the termination of the US
Facility Commitment Period and the payment in full of the US Notes.

     Section 3.10.Currency Conversion and Currency Indemnity.

     (a)     Restricted Persons shall make payment relative to any US
Obligation in the currency (the "Agreed Currency") in which the US
Obligation was incurred.  If any payment is received on account of any
US Obligation in any currency (the "Other Currency") other than the
Agreed Currency (whether voluntarily or pursuant to an order or
judgment or the enforcement thereof or the realization of any security
or the liquidation of such Restricted Person or otherwise howsoever),
such payment shall constitute a discharge of the liability of a
Restricted Person hereunder and under the other US Loan Documents in
respect of such US Obligation only to the extent of the amount of the
Agreed Currency which the relevant Lender Parties are able to purchase
with the amount of the Other Currency received by it on the Business
Day next following such receipt in accordance with its normal
procedures and after deducting any premium and costs of exchange.

     (b)     If, for the purpose of obtaining or enforcing judgment in
any court in any jurisdiction, it becomes necessary to convert into a
particular currency (the"Judgment Currency") any amount due in the
Agreed Currency then the conversion shall be made on the basis of the
rate of exchange prevailing on the next Business Day following the
date such judgment is given and in any event each Restricted Person
shall be obligated to pay the Lender Parties any deficiency in
accordance with Section 3.10(c).  For the foregoing purposes "rate of
exchange" means the rate at which the relevant Lender Parties, as
applicable, in accordance with their normal banking procedures are
able on the relevant date to purchase the Agreed Currency with the
Judgment Currency after deducting any premium and costs of exchange.

     (c)     If any Lender Party receives any payment or payments on
account of the liability of a Restricted Person hereunder pursuant to
any judgment or order in any Other Currency, and the amount of the
Agreed Currency which the relevant Lender Party is able to purchase on
the Business Day next following such receipt with the proceeds of such
payment or payments in accordance with its normal procedures and after
deducting any premiums and costs of exchange is less than the amount
of the Agreed Currency due in respect of such US Obligations
immediately prior to such judgment or order, then US Borrower on
demand shall, and US Borrower hereby agrees to, indemnify and save
such Lender Party harmless from and against any loss, cost or expense
arising out of or in connection with such deficiency.  The agreement
of indemnity provided for in this Section 3.10(c) shall constitute an
obligation separate and independent from all other obligations
contained in this Agreement, shall give rise to a separate and
independent cause of action, shall apply irrespective of any
indulgence granted by the Lender Parties or any of them from time to
time, and shall continue in full force and effect notwithstanding any
judgment or order for a liquidated sum in respect of an amount due
hereunder or under any judgment or order.

           ARTICLE IV - Conditions Precedent to Lending

     Section 4.1.Documents to be Delivered.  No Lender has any
obligation to make its first US Loan, and US LC Issuer has no
obligation to issue the first Letter of Credit, unless US Agent shall
have received all of the following, at US Agent's office in Dallas,
Texas, duly executed and delivered and in form, substance and date
satisfactory to US Agent:

     (a)     This Agreement and any other documents that Lenders are to
execute in connection herewith.

     (b)     Each US Note.

     (c)     Certain certificates of US Borrower including:

          (i)     An "Omnibus Certificate" of the Secretary or Assistant
     Secretary and of the Chairman of the Board, President, Chief
     Financial Officer or Vice President of Administrative Services of
     US Borrower, which shall contain the names and signatures of the
     officers of US Borrower authorized to execute US Loan Documents
     and which shall certify to the truth, correctness and
     completeness of the following exhibits attached thereto:   a copy
     of resolutions duly adopted by the Board of Directors of US
     Borrower and in full force and effect at the time this Agreement
     is entered into, authorizing the execution of this Agreement and
     the other US Loan Documents delivered or to be delivered in
     connection herewith and the consummation of the transactions
     contemplated herein and therein,  a copy of the charter documents
     of US Borrower and all amendments thereto, certified by the
     appropriate official of US Borrower's state of organization, and
     a copy of any bylaws of US Borrower; and

          (ii)     A "Compliance Certificate" of the Chairman of the Board
     or President and of the Chief Financial Officer of US Borrower,
     of even date with such US Loan or such Letter of Credit, in which
     such officers certify to the satisfaction of the conditions set
     out in subsections (a), (b), and (c) of Section 4.3.

     (d)     A certificate (or certificates) of the due formation, valid
existence and good standing of US Borrower in the State of Utah,
issued by the appropriate official of such State.

     (e)     A favorable opinion of Eric L. Dady, Senior Counsel for
Restricted Persons, substantially in the form set forth in Exhibit E.

     (f)     A favorable opinion of Dorsey & Whitney, special Utah
counsel for US Agent.

     (g)     The Initial Financial Statements.

     (h)     Documents confirming the payment in full of all indebtedness
under that certain Amended and Restated Credit Agreement, dated as of
February 7, 1997, by and among Celsius Energy Company, Wexpro Company,
Universal Resources Corporation and Celsius Energy Resources, Ltd, the
Lenders thereunder, Mellon Bank, N.A., as Administrative Agent and
Mellon Bank Canada, as Canadian Funding Agent, together with the
promissory notes issued pursuant thereto.

     Section 4.2.Additional Conditions Precedent to First US Loan or
First Letter of Credit.  No Lender has any obligation to make its
first US Loan, and US LC Issuer has no obligation to issue the first
Letter of Credit, unless on the date thereof:

     (a)     All commitment, facility, agency, legal and other fees
required to be paid or
 reimbursed to any Lender pursuant to any US Loan Documents or any
commitment agreement heretofore entered into shall have been paid.

     (b)     No event which would reasonably be expected to have a
Material Adverse Effect shall have occurred since December 31, 1998.

     (c)     US Borrower shall have certified to US Agent and Lenders
that the Initial Financial Statements fairly present US Borrower's
Consolidated financial position at the respective dates thereof and
the Consolidated results of US Borrower's operations and US Borrower's
Consolidated cash flows for the respective periods thereof.

     (d)     US Borrower shall have certified to US Agent and Lenders
that no Restricted Person has any outstanding Liabilities of any kind
(including contingent obligations, tax assessments, and unusual
forward or long-term commitments) which are, in the aggregate,
material to US Borrower or material with respect to US Borrower's
Consolidated financial condition and not shown in the Initial
Financial Statements or disclosed in the Disclosure Schedule.

     (e)     All legal matters relating to the US Loan Documents and the
consummation of the transactions contemplated thereby shall be
satisfactory to Thompson & Knight, a Professional Corporation, counsel
to US Agent.

     (f)     The credit rating for US Borrower's long-term debt given (i)
by Moody's must be Baa3 or above or (ii) by S&P must be BBB- or above.

     Section 4.3.Additional Conditions Precedent to all US Loans and
Letters of Credit.  No Lender has any obligation to make any US Loan
(including its first), and US LC Issuer has no obligation to issue any
Letter of Credit (including its first), unless the following
conditions precedent have been satisfied:

     (a)     All representations and warranties made by any Restricted
Person in any US Loan Document shall be true on and as of the date of
such US Loan or the date of issuance of such Letter of Credit (except
to the extent that the facts upon which such representations are based
have been changed by the extension of credit hereunder) as if such
representations and warranties had been made as of the date of such US
Loan or the date of issuance of such Letter of Credit.

     (b)     No Default shall exist at the date of such US Loan or the
date of issuance of such Letter of Credit.

     (c)     Only with respect to the making of a new Loan, pursuant to
Section 1.2, no event which would reasonably be expected to have a
Material Adverse Effect shall have occurred since the date of the
audited annual Initial Financial Statements.

     (d)     Each Restricted Person shall have performed and complied
with all agreements and conditions required in the US Loan Documents
to be performed or complied with by it on or prior to the date of such
US Loan or the date of issuance of such Letter of Credit.

     (e)     The making of such US Loan or the issuance of such Letter of
Credit shall not be prohibited by any Law and shall not subject any
Lender or any LC Issuer to any penalty or other onerous condition
under or pursuant to any such Law.

     (f)     US Agent shall have received all documents and instruments
which US Agent has then requested, in addition to those described in
Section 4.1 (including opinions of legal counsel for Restricted
Persons and US Agent; corporate documents and records; documents
evidencing governmental authorizations, consents, approvals, licenses
and exemptions; and certificates of public officials and of officers
and representatives of US Borrower and other Persons), as to  the
accuracy and validity of or compliance with all representations,
warranties and covenants made by any Restricted Person in this
Agreement and the other US Loan Documents,  the satisfaction of all
conditions contained herein or therein, and all other matters
pertaining hereto and thereto.  All such additional documents and
instruments shall be satisfactory to US Agent in form, substance and
date.

            ARTICLE V - Representations and Warranties

     To confirm each Lender's understanding concerning Restricted
Persons and Restricted Persons' businesses, properties and obligations
and to induce each Lender to enter into this Agreement and to extend
credit hereunder, US Borrower represents and warrants to each Lender
that:

     Section 5.1.No Default.  No event has occurred and is continuing
which constitutes a Default.

     Section 5.2.Organization and Good Standing.  Each Restricted
Person is duly organized, validly existing and in good standing under
the Laws of its jurisdiction of organization, having all powers
required to carry on its business and enter into and carry out the
transactions contemplated hereby.  Each Restricted Person is duly
qualified, in good standing, and authorized to do business in all
other jurisdictions within the United States wherein the character of
the properties owned or held by it or the nature of the business
transacted by it makes such qualification necessary.  Each Restricted
Person has taken all actions and procedures customarily taken in order
to enter, for the purpose of conducting business or owning property,
each jurisdiction outside the United States wherein the character of
the properties owned or held by it or the nature of the business
transacted by it makes such actions and procedures desirable.

     Section 5.3.Authorization.  US Borrower and Canadian Borrower
have duly taken all action necessary to authorize the execution and
delivery by it of the Loan Documents to which it is a party and to
authorize the consummation of the transactions contemplated thereby
and the performance of its obligations thereunder.  US Borrower is
duly authorized to borrow funds hereunder.

     Section 5.4.No Conflicts or Consents.  The execution and delivery
by the various Restricted Persons of the Loan Documents to which each
is a party, the performance by each of its obligations under such Loan
Documents, and the consummation of the transactions contemplated by
the various Loan Documents, do not and will not B. conflict with any
provision of  any Law,  the organizational documents of any Restricted
Person, or any agreement, judgment, license, order or permit
applicable to or binding upon any Restricted Person, or result in the
acceleration of any Indebtedness owed by any Restricted Person, or
result in or require the creation of any Lien upon any assets or
properties of any Restricted Person, except as expressly contemplated
or permitted in the Loan Documents.  Except as expressly contemplated
in the Loan Documents no consent, approval, authorization or order of,
and no notice to or filing with, any Tribunal or third party is
required in connection with the execution, delivery or performance by
any Restricted Person of any Loan Document or to consummate any
transactions contemplated by the Loan Documents.

     Section 5.5.Enforceable Obligations.  This Agreement is, and the
other Loan Documents when duly executed and delivered will be, legal,
valid and binding obligations of each Restricted Person which is a
party hereto or thereto, enforceable in accordance with their terms
except as such enforcement may be limited by bankruptcy, insolvency or
similar Laws of general application relating to the enforcement of
creditors' rights.

     Section 5.6.Initial Financial Statements.  US Borrower has
heretofore delivered to each Lender true, correct and complete copies
of the Initial Financial Statements.  The Initial Financial Statements
fairly present US Borrower's Consolidated financial position at the
respective dates thereof and the Consolidated results of US Borrower's
operations and US Borrower's Consolidated cash flows for the
respective periods thereof.  Since the date of the annual Initial
Financial Statements no event which would cause a Material Adverse
Effect has occurred, except as reflected in the Disclosure Schedule.
All Initial Financial Statements were prepared in accordance with
GAAP.

     Section 5.7.Other Obligations and Restrictions.  No Restricted
Person has any outstanding Liabilities of any kind (including
contingent obligations, tax assessments, and unusual forward or
long-term commitments) which are, in the aggregate, material to US
Borrower or material with respect to US Borrower's Consolidated
financial condition and not shown in the Initial Financial Statements
or disclosed in the Disclosure Schedule.  Except as shown in the
Initial Financial Statements or disclosed in the Disclosure Schedule,
no Restricted Person is subject to or restricted by any franchise,
contract, deed, charter restriction, or other instrument or
restriction which could cause a Material Adverse Effect.

     Section 5.8.Full Disclosure.  No certificate, statement or other
information delivered herewith or heretofore by any Restricted Person
to any Lender in connection with the negotiation of this Agreement or
in connection with any transaction contemplated hereby contains any
untrue statement of a material fact or omits to state any material
fact known to any Restricted Person (other than industry-wide risks
normally associated with the types of businesses conducted by
Restricted Persons) necessary to make the statements contained herein
or therein not misleading as of the date made or deemed made.  There
is no fact known to any Restricted Person (other than industry-wide
risks normally associated with the types of businesses conducted by
Restricted Persons) that has not been disclosed to each Lender in
writing which would reasonably be expected to have a Material Adverse
Effect.

     Section 5.9.Litigation.  Except as disclosed in the Initial
Financial Statements or in the Disclosure Schedule:  there are no
actions, suits or legal, equitable, arbitrative or administrative
proceedings pending, or to the knowledge of any Restricted Person
threatened, against any Restricted Person before any Tribunal which
would reasonably be expected to have a Material Adverse Effect, and C.
there are no outstanding judgments, injunctions, writs, rulings or
orders by any such Tribunal against any Restricted Person which would
reasonably be expected to have a Material Adverse Effect.

     Section 5.10.Labor Disputes and Acts of God.  Except as disclosed
in the Disclosure Schedule, neither the business nor the properties of
any Restricted Person has been affected by any fire, explosion,
accident, strike, lockout or other labor dispute, drought, storm,
hail, earthquake, embargo, act of God or of the public enemy or other
casualty (whether or not covered by insurance), which would reasonably
be expected to have a Material Adverse Effect.

     Section 5.11.ERISA Plans and Liabilities.  All currently existing
ERISA Plans are listed in the Disclosure Schedule.  Except as
disclosed in the Initial Financial Statements or in the Disclosure
Schedule, no Termination Event has occurred with respect to any ERISA
Plan and all ERISA Affiliates are in compliance with ERISA in all
material respects.  No ERISA Affiliate is required to contribute to,
or has any other absolute or contingent liability in respect of, any
"multiemployer plan" as defined in Section 4001 of ERISA.  Except as
set forth in the Disclosure Schedule:  no "accumulated funding
deficiency" (as defined in Section 412(a) of the Internal Revenue
Code) exists with respect to any ERISA Plan, whether or not waived by
the Secretary of the Treasury or his delegate, and the current value
of each ERISA Plan's benefits does not exceed the current value of
such ERISA Plan's assets available for the payment of such benefits by
more than US $25,000,000.

     Section 5.12.Environmental and Other Laws.  Except as disclosed
in the Disclosure Schedule:  Restricted Persons are conducting their
businesses in material compliance with all applicable Laws, including
Environmental Laws, and have and are in compliance with all licenses
and permits required under any such Laws;  none of the operations or
properties of any Restricted Person is the subject of federal, state
or local investigation evaluating whether any material remedial action
is needed to respond to a release of any Hazardous Materials into the
environment or to the improper storage or disposal (including storage
or disposal at offsite locations) of any Hazardous Materials; and  no
Restricted Person (and to the best knowledge of US Borrower, no other
Person) has filed any notice under any Law indicating that any
Restricted Person is responsible for the improper release into the
environment, or the improper storage or disposal, of any material
amount of any Hazardous Materials or that any Hazardous Materials have
been improperly released, or are improperly stored or disposed of,
upon any property of any Restricted Person; (d) no Restricted Person
has transported or arranged for the transportation of any Hazardous
Material to any location which is (i) listed on the National
Priorities List under the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, listed for
possible inclusion on such National Priorities List by the
Environmental Protection Agency in its Comprehensive Environmental
Response, Compensation and Liability Information System List, or
listed on any similar state list or (ii) the subject of federal, state
or local enforcement actions or other investigations which may lead to
claims against any Restricted Person for clean-up costs, remedial
work, damages to natural resources or for personal injury claims
(whether under Environmental Laws or otherwise); and (e) no Restricted
Person otherwise has any known material contingent liability under any
Environmental Laws or in connection with the release into the
environment, or the storage or disposal, of any Hazardous Materials.

     Section 5.13.US Borrower's Subsidiaries.  US Borrower does not
presently have any Subsidiary or own any stock in any other
corporation or association except those listed in the Disclosure
Schedule and except in cases where US Borrower owns less than 5% of
the outstanding capital stock of  any such corporation.  Neither US
Borrower nor any Restricted Person is a member of any general or
limited partnership, limited liability company, joint venture formed
under the laws of the United States or any State thereof or
association of any type whatsoever except those listed in the
Disclosure Schedule and associations, joint ventures or other
relationships which are established pursuant to a standard form
operating agreement or similar agreement or which are partnerships for
purposes of federal income taxation only, D. which are not
corporations or partnerships (or subject to the Uniform Partnership
Act) under applicable state Law, and whose businesses are limited to
the exploration, development and operation of oil, gas or mineral
properties, pipelines or gathering systems and interests owned
directly by the parties in such associations, joint ventures or
relationships.  US Borrower owns, directly or indirectly, the equity
interest in each of its Subsidiaries which is indicated in the
Disclosure Schedule.

     Section 5.14.Title to Properties; Licenses.  Each Restricted
Person has good and defensible title to all of its material properties
and assets, free and clear of all Liens other than Permitted Liens and
of all impediments to the use of such properties and assets in such
Restricted Person's business.  Each Restricted Person possesses all
licenses, permits, franchises, patents, copyrights, trademarks and
trade names, and other intellectual property (or otherwise possesses
the right to use such intellectual property without violation of the
rights of any other Person) which are necessary to carry out its
business as presently conducted and as presently proposed to be
conducted hereafter, and no Restricted Person is in violation in any
material respect of the terms under which it possesses such
intellectual property or the right to use such intellectual property.

     Section 5.15.Government Regulation.  Neither US Borrower nor any
other Restricted Person owing Obligations is subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Investment Company Act of 1940 (as any of the preceding
acts have been amended) or any other Law which regulates the incurring
by such Person of Indebtedness, including Laws relating to common
contract carriers or the sale of electricity, gas, steam, water or
other public utility services.

     Section 5.16.Insider.  No Restricted Person, nor any Person
having "control" (as that term is defined in 12 U.S.C.  375b(9) or in
regulations promulgated pursuant thereto) of any Restricted Person, is
a "director" or an "executive officer" or "principal shareholder" (as
those terms are defined in 12 U.S.C.  375b(8) or (9) or in
regulations promulgated pursuant thereto) of any Lender, of a bank
holding company of which any Lender is a Subsidiary or of any
Subsidiary of a bank holding company of which any Lender is a
Subsidiary.

     Section 5.17.Solvency.  Upon giving effect to the issuance of the
US Notes, the execution of the US Loan Documents by US Borrower and
the consummation of the transactions contemplated hereby, US Borrower
will be solvent (as such term is used in applicable bankruptcy,
liquidation, receivership, insolvency or similar Laws).

     Section 5.18.Year 2000 Compliance.  US Borrower has E. initiated
a review and assessment of all areas within its and each of its
Subsidiaries' business and operations (including those affected by
suppliers and vendors) that could be adversely affected by the "Year
2000 Problem" (that is, the risk that computer applications used by US
Borrower and its Subsidiaries may be unable to recognize and perform
properly date-sensitive functions involving certain dates prior to and
any date after December 31, 1999),  developed a plan and timeline for
addressing the Year 2000 Problem on a timely basis, and to date,
implemented that plan in accordance with that timetable.  US Borrower
reasonably believes that all computer applications (including those of
its suppliers and vendors) that are material to its or any of its
Subsidiaries' business and operations will on a timely basis be able
to perform properly date-sensitive functions for all dates before and
after January 1, 2000 (that is, be "Year 2000 compliant"), except to
the extent that a failure to do so would not reasonably be expected to
have a Material Adverse Effect.

         ARTICLE VI - Affirmative Covenants of US Borrower

     To conform with the terms and conditions under which each Lender
is willing to have credit outstanding to US Borrower, and to induce
each Lender to enter into this Agreement and extend credit hereunder,
US Borrower warrants, covenants and agrees that until the full and
final payment of the Obligations and the termination of this
Agreement, unless Required Lenders have previously agreed otherwise:

     Section 6.1.Payment and Performance.  US Borrower will pay all
amounts due under the US Loan Documents in accordance with the terms
thereof and will observe, perform and comply with every covenant, term
and condition expressed or implied in the US Loan Documents.  US
Borrower will cause each other Restricted Person to observe, perform
and comply with every such term, covenant and condition in any Loan
Document.

     Section 6.2.Books, Financial Statements and Reports.  Each
Restricted Person will at all times maintain full and accurate books
of account and records.  US Borrower will maintain and will cause its
Subsidiaries to maintain a standard system of accounting, will
maintain its Fiscal Year, and will furnish the following statements
and reports to each Lender Party at US Borrower's expense:

     (a)  As soon as available, and in any event within one hundred
twenty (120) days after the end of each Fiscal Year, complete
Consolidated financial statements of US Borrower together with all
notes thereto, prepared in reasonable detail in accordance with US
GAAP, together with an unqualified opinion, based on an audit using
generally accepted auditing standards, by one of the six largest
independent certified public accounting firms in the United States,
stating that such Consolidated financial statements have been so
prepared.  These financial statements shall contain a Consolidated
balance sheet as of the end of such Fiscal Year and Consolidated
statements of earnings, of cash flows, and of changes in owners'
equity for such Fiscal Year, each setting forth in comparative form
the corresponding figures for the preceding Fiscal Year.  In addition,
within one hundred twenty (120) days after the end of each Fiscal Year
US Borrower will furnish to US Agent and each Lender a certificate in
the form of Exhibit D signed by the President, Chief Financial
Officer, Controller or Vice President of Administrative Services of US
Borrower, stating that such financial statements fairly present the
financial condition of US Borrower, stating that such Person has
reviewed the US Loan Documents, containing all calculations required
to be made to show compliance or non-compliance with the provisions of
Sections 7.11 and 7.12, and further stating that there is no condition
or event at the end of such Fiscal Year or at the time of such
certificate which constitutes a Default and specifying the nature and
period of existence of any such condition or event.

     (b)  As soon as available, and in any event within sixty (60)
days after the end of each Fiscal Quarter, US Borrower's Consolidated
and consolidating balance sheet and income statement as of the end of
such Fiscal Quarter and a Consolidated statement of cash flows for the
period from the beginning of the then current Fiscal Year to the end
of such Fiscal Quarter, all in reasonable detail and prepared in
accordance with US GAAP, subject to changes resulting from normal
year-end adjustments.  In addition US Borrower will, together with
each such set of financial statements, furnish a certificate in the
form of Exhibit D signed by the President, Chief Financial Officer,
Controller or Vice President of Administrative Services of US Borrower
stating that such financial statements are accurate and complete
(subject to normal year-end adjustments), stating that such Person has
reviewed the US Loan Documents, containing all calculations required
to be made by US Borrower to show compliance or non-compliance with
the provisions of Sections 7.11 and 7.12 and further stating that
there is no condition or event at the end of such Fiscal Quarter or at
the time of such certificate which constitutes a Default and
specifying the nature and period of existence of any such condition or
event.

     (c)  Promptly upon their becoming available, US Borrower shall
provided copies of all registration statements, periodic reports and
other statements and schedules filed by any Restricted Person with any
securities exchange, the Securities and Exchange Commission or any
similar Governmental Authority.

     Section 6.3Other Information and Inspections.  US Borrower will
furnish to each Lender any information which US Agent may from time to
time reasonably request concerning any covenant, provision or
condition of the Loan Documents or any matter in connection with
Restricted Persons' businesses and operations.  US Borrower will
permit, and will cause the other Restricted Persons to permit,
representatives appointed by US Agent (including independent
accountants, auditors, agents, attorneys, appraisers and any other
Persons) to visit and inspect during normal business hours any of the
Restricted Persons properties, including its books of account, other
books and records, and any facilities or other business assets, and to
make extra copies therefrom and photocopies and photographs thereof,
and to write down and record any information such representatives
obtain, and US Borrower will permit, and will cause the other
Restricted Persons to permit, US Agent or its representatives to
investigate and verify the accuracy of the information furnished to US
Agent or any Lender in connection with the Loan Documents and to
discuss all such matters with its officers, employees and
representatives.

     Section 6.4.Notice of Material Events and Change of Address.  US
Borrower will promptly notify each Lender in writing, stating that
such notice is being given pursuant to this Agreement, of:

     (a)  the occurrence of any event which would have a Material
Adverse Effect,

     (b)  the occurrence of any Default,

     (c)  the acceleration of the maturity of any Indebtedness owed by
any Restricted Person having a principal balance of more than US
$25,000,000, or of any default by any Restricted Person under any
indenture, mortgage, agreement, contract or other instrument to which
any of them is a party or by which any of them or any of their
properties is bound, if such default would have a Material Adverse
Effect,

     (d)  the occurrence of any Termination Event,

     (e)  any claim of US $10,000,000 or more, any notice of potential
liability under any Environmental Laws which might exceed such amount,
or any other material adverse claim asserted against any Restricted
Person or with respect to any Restricted Person's properties, and

     (f)  the filing of any suit or proceeding against any Restricted
Person in which an adverse decision would have a Material Adverse
Effect.

Upon the occurrence of any of the foregoing, Restricted Persons will
take all necessary or appropriate steps to remedy promptly any such
Material Adverse Effect, Default, acceleration, default or Termination
Event, to protect against any such adverse claim, to defend any such
suit or proceeding, and to resolve all controversies on account of any
of the foregoing.  US Borrower will also notify US Agent and US
Agent's counsel in writing promptly in the event that any Restricted
Person changes its name or the location of its chief executive office.

     Section 6.5Maintenance of Properties.  Each Restricted Person
will maintain, preserve, protect, and keep all property used or useful
in the conduct of its business in good condition and in compliance
with all applicable Laws, and will from time to time make all repairs,
renewals and replacements needed to enable the business and operations
carried on in connection therewith to be promptly and advantageously
conducted at all times.

     Section 6.6.Maintenance of Existence and Qualifications.  Each
Restricted Person will maintain and preserve its existence and its
rights and franchises in full force and effect and will qualify to do
business in all states or jurisdictions where required by applicable
Law, except where the failure so to qualify will not have a Material
Adverse Effect.

     Section 6.7.Payment of Trade Liabilities, Taxes, etc.  Each
Restricted Person will (b)timely file all required tax returns; (c)
timely pay all taxes, assessments, and other governmental charges or
levies imposed upon it or upon its income, profits or property; and
(d)maintain appropriate accruals and reserves for all of the foregoing
in accordance with US GAAP.  Each Restricted Person may, however,
delay paying or discharging any of the foregoing so long as it is in
good faith contesting the validity thereof by appropriate proceedings
and has set aside on its books adequate reserves therefor.

     Section 6.8.Insurance.  In accordance with industry standards,
each Restricted Person will keep or cause to be kept insured or
self-insured, at the option of each Restricted Person, its surface
equipment and other property of a character usually insured by similar
Persons engaged in the same or similar businesses.  The insurance
coverages and amounts will be reasonably determined by each Restricted
Person, based on coverages carried by prudent owners of similar
equipment and property.

     Section 6.9.Performance on US Borrower's Behalf.  If any
Restricted Person fails to pay any taxes, insurance premiums,
expenses, attorneys' fees or other amounts it is required to pay under
any US Loan Document during any period in which a Default exists, US
Agent may pay the same.  US Borrower shall immediately reimburse US
Agent for any such payments and each amount paid by US Agent shall
constitute an US Obligation owed hereunder which is due and payable on
the date such amount is paid by US Agent.

     Section 6.10.Interest.  US Borrower hereby promises to each
Lender Party to pay interest at the Default Rate applicable to Base
Rate Loans on all US Obligations (including US Obligations to pay fees
or to reimburse or indemnify any Lender) which US Borrower has in this
Agreement promised to pay to such Lender Party and which are not paid
when due.  Such interest shall accrue from the date such US
Obligations become due until they are paid.

     Section 6.11.Compliance with Agreements and Law.  Each Restricted
Person will perform all material obligations it is required to perform
under the terms of each indenture, mortgage, deed of trust, security
agreement, lease, franchise, agreement, contract or other instrument
or obligation to which it is a party or by which it or any of its
properties is bound. Each Restricted Person will conduct its business
and affairs in compliance with all Laws applicable thereto.

     Section 6.12.Environmental Matters.

     (a)  Each Restricted Person will comply in all material respects
with all Environmental Laws now or hereafter applicable to such
Restricted Person, as well as all contractual obligations and
agreements with respect to environmental remediation or other
environmental matters, and shall obtain, at or prior to the time
required by applicable Environmental Laws, all environmental, health
and safety permits, licenses and other authorizations necessary for
its operations and will maintain such authorizations in full force and
effect.

     (b)  will promptly furnish to US Agent all written notices of
violation, orders, claims, citations, complaints, penalty assessments,
suits or other proceedings received by US Borrower, or of which it has
notice, pending or threatened against US Borrower, by any Governmental
Authority with respect to any alleged violation of or non-compliance
with any Environmental Laws or any permits, licenses or authorizations
in connection with its ownership or use of its properties or the
operation of its business, if the violation, order, claim, citation,
complaint, penalty assessment, suit or other proceeding could
reasonably be expected to result in liability to US Borrower in excess
of $10,000,000 .

     (c)  US Borrower will promptly furnish to US Agent all requests
for information, notices of claim, demand letters, and other
notifications, received by US Borrower in connection with its
ownership or use of its properties or the conduct of its business,
relating to potential responsibility with respect to any investigation
or clean-up of Hazardous Material at any location.

     Section 6.13.Evidence of Compliance.  Each Restricted Person will
furnish to each Lender at such Restricted Person's or Borrower's
expense all evidence which US Agent from time to time reasonably
requests in writing as to the accuracy and validity of or compliance
with all representations, warranties and covenants made by any
Restricted Person in the US Loan Documents, the satisfaction of all
conditions contained therein, and all other matters pertaining
thereto.

     Section 6.14.Bank Accounts; Offset.  To secure the repayment of
the Obligations US Borrower hereby grants to each Lender a right of
offset, each of which shall be in addition to all other interests,
liens, and rights of any Lender at common Law, under the Loan
Documents, or otherwise, and each of which shall be upon and against
(e) any and all moneys, securities or other property (and the proceeds
therefrom) of US Borrower now or hereafter held or received by or in
transit to any Lender from or for the account of US Borrower, whether
for safekeeping, custody, pledge, transmission, collection or
otherwise, (f)any and all deposits (general or special, time or
demand, provisional or final) of US Borrower with any Lender, and (g)
any other credits and claims of US Borrower at any time existing
against any Lender, including claims under certificates of deposit.
At any time and from time to time after the occurrence of any Default,
each Lender is hereby authorized to offset against the Obligations
then due and payable (in either case without notice to US Borrower),
any and all items hereinabove referred to.  To the extent that US
Borrower has accounts designated as royalty or joint interest owner
accounts, the foregoing right of offset shall not extend to funds in
such accounts which belong to, or otherwise arise from payments to US
Borrower for the account of, third party royalty or joint interest
owners.

     Section 6.15.Year 2000 Compliance.  US Borrower will promptly
notify US Agent in the event US Borrower discovers or determines that
any computer application (including those of its suppliers and
vendors) that is material to its or any of its Subsidiaries' business
and operations that will not be Year 2000 compliant on a timely basis,
except to the extent that such failure would not reasonably be
expected to have a Material Adverse Effect.

          ARTICLE VII - Negative Covenants of US Borrower

     To conform with the terms and conditions under which each Lender
is willing to have credit outstanding to US Borrower, and to induce
each Lender to enter into this Agreement and make the US Loans, US
Borrower warrants, covenants and agrees that until the full and final
payment of the Obligations and the termination of this Agreement,
unless Required Lenders have previously agreed otherwise:

     Section 7.1.Indebtedness.  No Restricted Person (other than US
Borrower) will in any manner owe or be liable for Indebtedness except:

     (a)  the US Obligations and the Canadian Obligations.

     (b)  capital lease obligations (excluding oil, gas or mineral
leases) entered into in the ordinary course of such Restricted
Person's business in arm's length transactions at competitive market
rates under competitive terms and conditions in all respects, provided
that the obligations required to be paid in any Fiscal Year under any
such capital leases do not in the aggregate exceed US $2,000,000 for
all Restricted Persons.

     (c)  unsecured Liabilities owed among Restricted Persons.

     (d)  guaranties by one Restricted Person of Liabilities owed by
another Restricted Person, if such Liabilities either (i) are not
Indebtedness, or (ii) are allowed under subsections (a), (b) or (c) of
this Section 7.1.

     (e)  Indebtedness of the Restricted Persons for plugging and
abandonment bonds issued by third parties or for letters of credit
issued in place thereof which are required by regulatory authorities
in the area of operations, and Indebtedness of the Restricted Persons
for other bonds or letters of credit  which are required by such
regulatory authorities with respect to other normal oil and gas
operations.

     (f)  non-recourse Indebtedness as to which no Restricted Person
(i) provides any guaranty or credit support of any kind (including any
undertaking, guarantee, indemnity, agreement or instrument that would
constitute Indebtedness) or (ii) is directly or indirectly liable (as
a guarantor or otherwise); provided, that after giving effect to such
Indebtedness outstanding from time to time, US Borrower is not in
violation of Sections 7.11 and 7.12.

     (g)  Indebtedness that is subordinated to the US Obligations and
the Canadian Obligations on terms acceptable to Required Lenders.

     (h)  Indebtedness to Questar Corporation that is subordinated to
the Obligations on the terms described in the promissory note attached
hereto as Schedule 2.

     (i)  Acquired Debt which meets the following requirements: (A)
the documentation evidencing such Indebtedness shall contain no terms,
conditions or defaults (other than pricing) which are more favorable
to the third party creditor than those contained in this Agreement are
to Lenders and (B) at the time such Indebtedness is incurred, no
Default or Event of Default shall have occurred and be continuing
hereunder.

     (j)  Indebtedness under Hedging Contracts permitted under Section
7.10.

     (k)  unsecured Indebtedness of the Restricted Persons not
described in subsections (a) through (j) above which meets the
following requirements: (A) the documentation evidencing such
Indebtedness shall contain no terms, conditions or defaults (other
than pricing) which are more favorable to the third party creditor
than those contained in this Agreement are to Lenders and (B) at the
time such Indebtedness is incurred, no Default or Event of Default
shall have occurred and be continuing hereunder; provided that the
Indebtedness of the Restricted Persons (other than US Borrower)
permitted under this subsection (k) shall not exceed US $30,000,000 in
the aggregate, excluding guaranties of Indebtedness of other
Restricted Persons.

     Section 7.2.Limitation on Liens.  Except for Permitted Liens, no
Restricted Person will create, assume or permit to exist any Lien upon
any of the properties or assets which it now owns or hereafter
acquires.  No Restricted Person will allow the filing or continued
existence of any financing statement describing as collateral any
assets or property of such Restricted Person, other than financing
statements which describe only collateral subject to a Lien permitted
under this section and which name as secured party or lessor only the
holder of such Lien.

     Section 7.3.Limitation on Investments and New Businesses.  No
Restricted Person will:

     (a)  engage directly or indirectly in any business or conduct any
operations, except (i) in connection with or incidental to its present
businesses and operations or complementary  to such businesses or
operations or (ii) in connection with businesses or operations that
are not material to US Borrower and its Subsidiaries on a consolidated
basis;

     (b)  make any acquisitions of or capital contributions to any
Person or any other Investment, except (i) Investments in the ordinary
course of business, (ii) demand loans to Questar Corporation, and
(iii) purchases of equity interests in Persons involved in the oil and
gas industry if the aggregate amount of the purchase price for all
such purchases (including the purchase in question) made by the
Restricted Persons after the date hereof does not  exceed US
$30,000,000.

     Section 7.4.Limitation on Mergers.  US Borrower will not merge or
consolidate with or into any other Person unless US Borrower is the
surviving business entity and no Default exists prior to such merger
or consolidation or will exist immediately thereafter..

     Section 7.5.Limitation on Issuance of Securities by Subsidiaries
of US Borrower.  No Restricted Subsidiary of US Borrower will issue
any additional shares of its capital stock, additional partnership
interests or other equity securities or any options, warrants or other
rights to acquire such additional shares, partnership interests or
other securities except to another Restricted Person of which such
issuer is already directly or indirectly a Subsidiary of US Borrower.

     Section 7.6.Transactions with Affiliates.  No Restricted Person
will engage in any material transaction with any of its Affiliates on
terms which are less favorable in any material respect to it than
those which would have been obtainable at the time in arm's-length
dealing with Persons other than such Affiliates.

     Section 7.7.Prohibited Contracts.  Except as expressly provided
for in the US Loan Documents, no Restricted Person will, directly or
indirectly, enter into, create, or otherwise allow to exist any
contract or other consensual restriction on the ability of any
Restricted Person that is a Subsidiary of US Borrower: (a) to pay
dividends or make other distributions to US Borrower, (b) to redeem
equity interests held in it by US Borrower, (c) to repay loans and
other indebtedness owing by it to US Borrower, or (d) to transfer any
of its assets to US Borrower.

     Section 7.8.ERISA.  No ERISA Affiliate will incur any obligation
to contribute to any "multiemployer plan" as defined in Section 4001
of ERISA.

     Section 7.9.Limitation on Sales of Property.  No Restricted
Person will sell, transfer, lease, exchange, alienate or dispose of
any of its material assets or properties or any material interest
therein, or discount, sell, pledge or assign any notes payable to it,
accounts receivable or future income, except:

     (a)  equipment which is worthless or obsolete or which is
replaced by equipment of equal suitability and value;

     (b)  inventory (including oil and gas sold as produced and
seismic data) which is sold in the ordinary course of business on
ordinary trade terms;

     (c)  capital stock of any of US Borrower's Subsidiaries which is
transferred to US Borrower or a wholly owned Subsidiary of US
Borrower;

     (d)  interests in oil and gas properties, or portions thereof, to
which no proved reserves of oil, gas or other liquid or gaseous
hydrocarbons are properly attributed.

     (e)  notwithstanding the above, other property which is sold for
fair consideration in an aggregate amount not to exceed twenty percent
(20%) of the Consolidated net book value of US Borrower's property,
plant and equipment during any Fiscal Year.

     Section 7.10.Hedging Contracts.  No Restricted Person will be a
party to or in any manner be liable on any Hedging Contract, unless
such contracts are entered into as a hedge of equity oil and gas
production (whether production is produced by any Restricted Person or
purchased from third parties), floating rate Indebtedness or foreign
currency needs (and not as a speculative investment), such contracts
are entered into in the ordinary course of the Restricted Persons'
businesses, and

          (i)  if such contracts are entered into with the purpose and
     effect of fixing prices on oil or gas expected to be produced by
     Restricted Persons:

               (A)  such contracts for any single month (determined,
          in the case of contracts that are not settled on a monthly
          basis, by a monthly proration acceptable to US Agent) do
          not, in the aggregate, cover amounts greater than
          seventy-five percent (75%) of the Restricted Persons'
          aggregate Projected Oil and Gas Production anticipated to be
          sold in the ordinary course of the Restricted Persons'
          businesses for such month; and

               (B)  such contracts do not require any Restricted
          Person to provide any Lien to secure US Borrower's
          obligations thereunder, other than Liens on cash or cash
          equivalents in an aggregate amount not more than US
          $10,000,000.

     As used in this subsection (i), the term "Projected Oil and Gas
     Production" means the projected production of oil or gas
     (measured by volume unit or BTU equivalent, not sales price) for
     the term of the contracts or a particular month, as applicable,
     from properties and interests owned by any Restricted Person
     which have attributable to them proved oil or gas reserves.

          (ii) if such contracts are entered into with the purpose and
     effect of fixing interest rates on a principal amount of
     indebtedness of such Restricted Person that is accruing interest
     at a variable rate, the aggregate notional amount of such
     contracts never exceeds the anticipated outstanding principal
     balance of the indebtedness to be hedged by such contracts or an
     average of such principal balances calculated using a generally
     accepted method of matching interest swap contracts to declining
     principal balances, and the floating rate index of each such
     contract generally matches the index used to determine the
     floating rates of interest on the corresponding indebtedness to
     be hedged by such contract.

     Section 7.11.Funded Debt to Total Capitalization.  As of the end
of each Fiscal Quarter, the Debt to Capitalization Ratio will not
exceed 0.6 to 1.0.

     Section 7.12.Net Worth.  US Borrower's Consolidated Net Worth
will never be less than the sum of (a) eighty-five percent (85%) of US
Borrower's Consolidated Net Worth as of December 31, 1998 plus (b) an
aggregate amount equal to fifty percent (50%) of its Consolidated Net
Income for each Fiscal Quarter (but, in each case, only including such
Fiscal Quarters for which Consolidated Net Income is a positive
number) from and after December 31,1998 to and including the date of
determination thereof, computed on a cumulative basis for such period.

           ARTICLE VIII - Events of Default and Remedies

     Section 8.1.Events of Default.  Each of the following events
constitutes an Event of Default under this Agreement:

     (a)  US Borrower fails to pay any principal component of any US
Obligation (including without limitation, any Matured US LC
Obligations) when due and payable or fails to pay any other US
Obligation within five (5) Business Days after the date when due and
payable, whether at a date for the payment of a fixed installment or
as a contingent or other payment becomes due and payable or as a
result of acceleration or otherwise;

     (b)  Any "default" or "event of default" occurs under any US Loan
Document which defines either such term, and the same is not remedied
within the applicable period of grace (if any) provided in such Loan
Document;

     (c)  US Borrower fails to duly observe, perform or comply with
Section 6.3 or Section 6.4 of this Agreement, with the exception of
the failure to provide notice in the event that any Restricted Person
changes its name or location of its chief executive office;

     (d)  US Borrower fails (other than as referred to in subsections
(a), (b) or (c) above) to duly observe, perform or comply with any
covenant, agreement, condition or provision of any US Loan Document,
and such failure remains unremedied for a period of thirty (30) days
after notice of such failure is given by US Agent to US Borrower;

     (e)  Any representation or warranty previously, presently or
hereafter made in writing by or on behalf of any Restricted Person in
connection with any US Loan Document shall prove to have been false or
incorrect in any material respect on any date on or as of which made,
or this Agreement or any US Note is asserted to be or at any time
ceases to be valid, binding and enforceable in any material respect as
warranted in Section 5.5 for any reason other than its release or
subordination by US Agent;

     (f)  Any Restricted Person fails to duly observe, perform or
comply with any agreement with any Person or any term or condition of
any instrument, if such failure could reasonably be expected to have a
Material Adverse Effect upon US Borrower;

     (g)  Any Restricted Person (i) fails to duly pay any Indebtedness
in excess of US $10,000,000 constituting principal or interest owed by
it with respect to borrowed money or money otherwise owed under any
note, bond, or similar instrument, or (ii) breaches or defaults in the
performance of any agreement or instrument by which any such
Indebtedness is issued, evidenced, governed, or secured, other than a
breach or default described in clause (i) above, and any such failure,
breach or default continues beyond any applicable period of grace
provided therefor;

     (h)  US Borrower or any other Restricted Person having assets
with a book value of at least US $10,000,000:

          (i)  suffers the entry against it of a judgment, decree or
     order for relief by a Tribunal of competent jurisdiction in an
     involuntary proceeding commenced under any applicable bankruptcy,
     insolvency or other similar Law of any jurisdiction now or
     hereafter in effect, including the federal Bankruptcy Code, as
     from time to time amended, or has any such proceeding commenced
     against it which remains undismissed for a period of thirty days;
     or

          (ii) commences a voluntary case under any applicable
     bankruptcy, insolvency or similar Law now or hereafter in effect,
     including the federal Bankruptcy Code, as from time to time
     amended; or applies for or consents to the entry of an order for
     relief in an involuntary case under any such Law; or makes a
     general assignment for the benefit of creditors; or fails
     generally to pay (or admits in writing its inability to pay) its
     debts as such debts become due; or takes corporate or other
     action to authorize any of the foregoing; or

          (iii)suffers the appointment of or taking possession by a
     receiver, liquidator, assignee, custodian, trustee, sequestrator
     or similar official of all or a substantial part of its property
     in a proceeding brought against or initiated by it, and such
     appointment or taking possession is neither made ineffective nor
     discharged within thirty days after the making thereof, or such
     appointment or taking possession is at any time consented to,
     requested by, or acquiesced to by it; or

          (iv) suffers the entry against it of a final judgment for
     the payment of money in an amount that exceeds (x) the valid and
     collectible insurance in respect thereof or (y) the amount of an
     indemnity with respect thereto reasonably acceptable to the
     Required Lenders by US $10,000,000 or more, unless the same is
     discharged within thirty days after the date of entry thereof or
     an appeal or appropriate proceeding for review thereof is taken
     within such period and a stay of execution pending such appeal is
     obtained; or

          (v)  suffers a writ or warrant of attachment or similar
     process to be issued by any Tribunal against all or any part of
     its property having a book value of at least US $10,000,000, and
     such writ or warrant of attachment or any similar process is not
     stayed or released within thirty days after the entry or levy
     thereof or after any stay is vacated or set aside;

     (i)  Either (i) any "accumulated funding deficiency" (as defined
in Section 412(a) of the Internal Revenue Code) in excess of US
$10,000,000 exists with respect to any ERISA Plan, whether or not
waived by the Secretary of the Treasury or his delegate, or (ii) any
Termination Event occurs with respect to any ERISA Plan and the then
current value of such ERISA Plan's benefit liabilities exceeds the
then current value of such ERISA Plan's assets available for the
payment of such benefit liabilities by more than US $10,000,000 (or in
the case of a Termination Event involving the withdrawal of a
substantial employer, the withdrawing employer's proportionate share
of such excess exceeds such amount);

     (j)  Questar Corporation ceases to own 100% of the capital stock
of US Borrower; and

     (k)  Any "Event of Default" occurs under the Canadian Agreement.

Upon the occurrence of an Event of Default described in subsection
(h)(i), (h)(ii) or (h)(iii) of this section with respect to US
Borrower, all of the US Obligations shall thereupon be immediately due
and payable, without demand, presentment, notice of demand or of
dishonor and nonpayment, protest, notice of protest, notice of
intention to accelerate, declaration or notice of acceleration, or any
other notice or declaration of any kind, all of which are hereby
expressly waived by US Borrower and each Restricted Person who at any
time ratifies or approves this Agreement.  Upon any such acceleration,
any obligation of any Lender to make any further US Loans and any
obligation of US LC Issuer to issue Letters of Credit hereunder shall
be permanently terminated.  During the continuance of any other Event
of Default, US Agent at any time and from time to time may (and upon
written instructions from Required Lenders, US Agent shall), without
notice to US Borrower or any other Restricted Person, do either or
both of the following:  (1) terminate any obligation of Lenders to
make US Loans hereunder, and any obligation of US LC Issuer to issue
Letters of Credit hereunder, and (2) declare any or all of the US
Obligations immediately due and payable, and all such US Obligations
shall thereupon be immediately due and payable, without demand,
presentment, notice of demand or of dishonor and nonpayment, protest,
notice of protest, notice of intention to accelerate, declaration or
notice of acceleration, or any other notice or declaration of any
kind, all of which are hereby expressly waived by US Borrower and each
Restricted Person who at any time ratifies or approves this Agreement.
In the event any Competitive Bid Note is accelerated in accordance
with the terms herein, any obligation of any Lender to make any
further US Loans and any obligation of US LC Issuer to issue Letters
of Credit shall be permanently terminated.

     Section 8.2.Remedies.  If any Default shall occur and be
continuing, each Lender Party may protect and enforce its rights under
the US Loan Documents by any appropriate proceedings, including
proceedings for specific performance of any covenant or agreement
contained in any Loan Document, and each Lender Party may enforce the
payment of any US Obligations due it or enforce any other legal or
equitable right which it may have.  All rights, remedies and powers
conferred upon Lender Parties under the US Loan Documents shall be
deemed cumulative and not exclusive of any other rights, remedies or
powers available under the US Loan Documents or at Law or in equity.

                       ARTICLE IX - US Agent

     Section 9.1.Appointment, Powers, and Immunities.  Each Lender
hereby irrevocably appoints and authorizes US Agent to act as its
agent under this Agreement and the other US Loan Documents with such
powers and discretion as are specifically delegated to US Agent by the
terms of this Agreement and the other US Loan Documents, together with
such other powers as are reasonably incidental thereto.  US Agent
(which term as used in this sentence and in Section 9.5 and the first
sentence of Section 9.6 hereof shall include its Affiliates and its
own and its Affiliates' officers, directors, employees, and agents):
(a)shall not have any duties or responsibilities except those
expressly set forth in this Agreement and shall not be a trustee or
fiduciary for any Lender; (b) shall not be responsible to the Lenders
for any recital, statement, representation, or warranty (whether
written or oral) made in or in connection with any Loan Document or
any certificate or other document referred to or provided for in, or
received by any of them under, any Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability, or sufficiency
of any Loan Document, or any other document referred to or provided
for therein or for any failure by any Restricted Person or any other
Person to perform any of its obligations thereunder; (c)shall not be
responsible for or have any duty to ascertain, inquire into, or verify
the performance or observance of any covenants or agreements by any
Restricted Person or the satisfaction of any condition or, except at
the written direction of any Lender, to inspect the property
(including the books and records) of any Restricted Person or any of
its Subsidiaries or Affiliates; (d) shall not be required to initiate
or conduct any litigation or collection proceedings under any Loan
Document; and (e) shall not be responsible for any action taken or
omitted to be taken by it under or in connection with any Loan
Document, except for its own gross negligence or willful misconduct.
US 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.

     Section 9.2.Reliance by US Agent.  US Agent shall be entitled to
rely upon any certification, notice, instrument, writing, or other
communication (including, without limitation, any thereof by telephone
or telecopy) believed by it to be genuine and correct and to have been
signed, sent or made by or on behalf of the proper Person or Persons,
and upon advice and statements of legal counsel (including counsel for
any Restricted Person), independent accountants, and other experts
selected by US Agent.  US Agent may deem and treat the payee of any
Note as the holder thereof for all purposes hereof unless and until US
Agent receives and accepts an Assignment and Acceptance executed in
accordance with Section 10.6 hereof.  As to any matters not expressly
provided for by this Agreement, US Agent shall not be required to
exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so
acting or refraining from acting) upon the instructions of the
Required Lenders, and such instructions shall be binding on all of the
Lenders; provided, however, that US Agent shall not be required to
take any action that exposes US Agent to personal liability or that is
contrary to any Loan Document or applicable Law or unless it shall
first be indemnified to its satisfaction by the Lenders against any
and all liability and expense which may be incurred by it by reason of
taking any such action.

     Section 9.3.Defaults.  US Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or Event of Default
unless US Agent has received written notice from a Lender or US
Borrower specifying such Default or Event of Default and stating that
such notice is a "Notice of Default".  In the event that US Agent
receives such a notice of the occurrence of a Default or Event of
Default, US Agent shall give prompt notice thereof to the Lenders.  US
Agent shall (subject to Section 9.1 hereof) take such action with
respect to such Default or Event of Default as shall reasonably be
directed by the Required Lenders.  Notwithstanding the foregoing,
unless and until US Agent shall have received such directions, US
Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the
Lenders.

     Section 9.4.Rights as Lender.  With respect to its Percentage
Share of the US Maximum Credit Amount and the US Loans made by it, US
Agent (and any successor acting as US Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as
any other Lender and may exercise the same as though it were not
acting as US Agent, and the term "Lender" or "Lenders" shall, unless
the context otherwise indicates, include US Agent in its individual
capacity. US Agent (and any successor acting as US Agent) and its
Affiliates may (without having to account therefor to any Lender)
accept deposits from, lend money to, make Investments in, provide
services to, and generally engage in any kind of lending, trust, or
other business with any Restricted Person or any of its Subsidiaries
or Affiliates as if it were not acting as US Agent, and US Agent (and
any successor acting as US Agent) and its Affiliates may accept fees
and other consideration from any Restricted Person or any of its
Subsidiaries or Affiliates for services in connection with this
Agreement or otherwise without having to account for the same to the
Lenders.

     Section 9.5.Indemnification.  The Lenders agree to indemnify US
Agent (to the extent not reimbursed under Section 10.4 hereof, but
without limiting the obligations of US Borrower under such section)
ratably in accordance with their respective Percentage Shares, for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, reasonable costs and expenses (including attorneys'
fees), or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against US Agent (including by any
Lender) in any way relating to or arising out of any Loan Document or
the transactions contemplated thereby or any action taken or omitted
by US Agent under any Loan Document (INCLUDING ANY OF THE FOREGOING
ARISING FROM THE NEGLIGENCE OF US AGENT); provided that no Lender
shall be liable for any of the foregoing to the extent they arise from
the gross negligence or willful misconduct of the Person to be
indemnified.  Without limitation of the foregoing, each Lender agrees
to reimburse US Agent promptly upon demand for its ratable share of
any costs or expenses payable by US Borrower under Section 10.4, to
the extent that US Agent is not promptly reimbursed for such costs and
expenses by US Borrower.  The agreements contained in this section
shall survive payment in full of the US Loans and all other amounts
payable under this Agreement.

     Section 9.6.Non-Reliance on US Agent and Other Lenders.  Each
Lender agrees that it has, independently and without reliance on US
Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own credit analysis of the US
Borrower and its Subsidiaries and decision to enter into this
Agreement and that it will, independently and without reliance upon US
Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under the US
Loan Documents.  Except for notices, reports, and other documents and
information expressly required to be furnished to the Lenders by US
Agent hereunder, US Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the
affairs, financial condition, or business of any Restricted Person or
any of its Subsidiaries or Affiliates that may come into the
possession of US Agent or any of its Affiliates.

     Section 9.7.Sharing of Set-Offs and Other Payments.  Each Lender
Party agrees that if it shall, whether through the exercise of rights
under US Loan Documents or rights of banker's lien, set off, or
counterclaim against US Borrower or otherwise, obtain payment of a
portion of the aggregate Obligations owed to it which, taking into
account all distributions made by US Agent under Section 3.1, causes
such Lender Party to have received more than it would have received
had such payment been received by US Agent and distributed pursuant to
Section 3.1, then (a) it shall be deemed to have simultaneously
purchased and shall be obligated to purchase interests in the
Obligations as necessary to cause all Lender Parties to share all
payments as provided for in Section 3.1, and (b) such other
adjustments shall be made from time to time as shall be equitable to
ensure that US Agent and all Lender Parties share all payments of
Obligations as provided in Section 3.1; provided, however, that
nothing herein contained shall in any way affect the right of any
Lender Party to obtain payment (whether by exercise of rights of
banker's lien, set-off or counterclaim or otherwise) of indebtedness
other than the Obligations.  US Borrower expressly consents to the
foregoing arrangements and agrees that any holder of any such interest
or other participation in the Obligations, whether or not acquired
pursuant to the foregoing arrangements, may to the fullest extent
permitted by Law exercise any and all rights of banker's lien,
set-off, or counterclaim as fully as if such holder were a holder of
the Obligations in the amount of such interest or other participation.
If all or any part of any funds transferred pursuant to this section
is thereafter recovered from the seller under this section which
received the same, the purchase provided for in this section shall be
deemed to have been rescinded to the extent of such recovery, together
with interest, if any, if interest is required pursuant to the of a
Tribunal order to be paid on account of the possession of such funds
prior to such recovery.

     Section 9.8.Investments.  Whenever US Agent in good faith
determines that it is uncertain about how to distribute to Lender
Parties any funds which it has received, or whenever US Agent in good
faith determines that there is any dispute among Lender Parties about
how such funds should be distributed, US Agent may choose to defer
distribution of the funds which are the subject of such uncertainty or
dispute.  If US Agent in good faith believes that the uncertainty or
dispute will not be promptly resolved, or if US Agent is otherwise
required to invest funds pending distribution to Lender Parties, US
Agent shall invest such funds pending distribution; all interest on
any such Investment shall be distributed upon the distribution of such
Investment and in the same proportion and to the same Persons as such
Investment.  All moneys received by US Agent for distribution to
Lender Parties (other than to the Person who is US Agent in its
separate capacity as a Lender Party) shall be held by US Agent pending
such distribution solely as US Agent for such Lender Parties, and US
Agent shall have no equitable title to any portion thereof.

     Section 9.9.Benefit of Article IX.  The provisions of this
Article (other than the following Section 9.11) are intended solely
for the benefit of Lender Parties, and no Restricted Person shall be
entitled to rely on any such provision or assert any such provision in
a claim or defense against any Lender.  Lender Parties may waive or
amend such provisions as they desire without any notice to or consent
of US Borrower or any Restricted Person.

     Section 9.10.Resignation.  US Agent may resign at any time by
giving written notice thereof to Lenders and US Borrower.  Each such
notice shall set forth the date of such resignation.  Upon any such
resignation, Required Lenders shall have the right to appoint a
successor US Agent.  A successor must be appointed for any retiring US
Agent, and such US Agent's resignation shall become effective when
such successor accepts such appointment.  If, within thirty days after
the date of the retiring US Agent's resignation, no successor US Agent
has been appointed and has accepted such appointment, then the
retiring US Agent may appoint a successor US Agent, which shall be a
commercial bank organized or licensed to conduct a banking or trust
business under the Laws of the United States of America or of any
state thereof and if no Default or Event of Default has occurred and
is continuing, retiring US Agent shall obtain the consent of US
Borrower.  Upon the acceptance of any appointment as US Agent
hereunder by a successor US Agent, the retiring US Agent shall be
discharged from its duties and obligations under this Agreement and
the other US Loan Documents.  After any retiring US Agent's
resignation hereunder the provisions of this Article IX shall continue
to inure to its benefit as to any actions taken or omitted to be taken
by it while it was US Agent under the US Loan Documents.

     Section 9.11.Lenders to Remain Pro Rata.  It is the intent of all
parties hereto that, except for Competitive Bid Loans and matters
related thereto, the pro rata share of each Lender in the US
Obligations and in the Canadian Obligations shall be substantially the
same at all times during the term of this Agreement.  Accordingly, the
initial Percentage Share of each Lender in the US Maximum Credit
Amount will be the same as the initial Percentage Share of such Lender
in the Canadian Maximum Credit Amount.  All subsequent assignments and
adjustments of the interests of the Lenders in the US Obligations and
the Canadian Obligations will be made so as to maintain such a pro
rata arrangement; provided that for the purposes of determining these
pro rata shares, any Percentage Share held by any Lender's Affiliates
shall be included in determining the interests of such Lender.

                     ARTICLE X - Miscellaneous

     Section 10.1.Waivers and Amendments; Acknowledgments.

     (a)  Waivers and Amendments.  No failure or delay (whether by
course of conduct or otherwise) by any Lender Party in exercising any
right, power or remedy which such Lender Party may have under any of
the US Loan Documents shall operate as a waiver thereof or of any
other right, power or remedy, nor shall any single or partial exercise
by any Lender Party of any such right, power or remedy preclude any
other or further exercise thereof or of any other right, power or
remedy.  No waiver of any provision of any US Loan Document and no
consent to any departure therefrom shall ever be effective unless it
is in writing and signed as provided below in this section, and then
such waiver or consent shall be effective only in the specific
instances and for the purposes for which given and to the extent
specified in such writing.  No notice to or demand on any Restricted
Person shall in any case of itself entitle any Restricted Person to
any other or further notice or demand in similar or other
circumstances.  This Agreement and the other US Loan Documents set
forth the entire understanding between the parties hereto with respect
to the transactions contemplated herein and therein and supersede all
prior discussions and understandings with respect to the subject
matter hereof and thereof, and no waiver, consent, release,
modification or amendment of or supplement to this Agreement or the
other US Loan Documents shall be valid or effective against any party
hereto unless the same is in writing and signed by (i) if such party
is US Borrower, by US Borrower, (ii) if such party is US Agent or US
LC Issuer, by such party, and (iii) if such party is a Lender, by such
Lender or by US Agent on behalf of Lenders with the written consent of
Required Lenders (which consent has already been given as to the
termination of the US Loan Documents as provided in Section 10.10).
Notwithstanding the foregoing or anything to the contrary herein, US
Agent shall not, without the prior consent of all Lenders, execute and
deliver on behalf of such Lender any waiver or amendment which would
increase the US Maximum Credit Amount hereunder.  Notwithstanding the
foregoing or anything to the contrary herein, US Agent shall not,
without the prior consent of each individual Lender, execute and
deliver on behalf of such Lender any waiver or amendment which would:
(1) waive any of the conditions specified in Article IV, (2) increase
the maximum amount which such Lender is committed hereunder to lend,
(3) reduce any fees payable to such Lender hereunder, or the principal
of, or interest on, such Lender's Note, (4) postpone any date fixed
for any payment of any such fees, principal or interest, (5) amend the
definition herein of "Required Lenders," "Majority Lenders," or
otherwise change the aggregate amount of Percentage Shares which is
required for US Agent, Lenders or any of them to take any particular
action under the US Loan Documents, (6) release US Borrower from its
obligation to pay such Lender's Note, or (7) amend this Section
10.1(a).

     (b)  Acknowledgments and Admissions.  US Borrower hereby
represents, warrants, acknowledges and admits that (i) it has been
advised by counsel in the negotiation, execution and delivery of the
US Loan Documents to which it is a party, (ii) it has made an
independent decision to enter into this Agreement and the other US
Loan Documents to which it is a party, without reliance on any
representation, warranty, covenant or undertaking by US Agent or any
Lender, whether written, oral or implicit, other than as expressly set
out in this Agreement or in another Loan Document delivered on or
after the date hereof, (iii) there are no representations, warranties,
covenants, undertakings or agreements by any Lender as to the US Loan
Documents except as expressly set out in this Agreement or in another
Loan Document delivered on or after the date hereof, (iv) no Lender
has any fiduciary obligation toward US Borrower with respect to any
Loan Document or the transactions contemplated thereby, (v) the
relationship pursuant to the US Loan Documents between US Borrower and
the other Restricted Persons, on one hand, and each Lender, on the
other hand, is and shall be solely that of debtor and creditor,
respectively, (vi) no partnership or joint venture exists with respect
to the US Loan Documents between any Restricted Person and any Lender,
(vii) US Agent is not US Borrower's US Agent, but US Agent for
Lenders, (viii) without limiting any of the foregoing, US Borrower is
not relying upon any representation or covenant by any Lender, or any
representative thereof, and no such representation or covenant has
been made, that any Lender will, at the time of an Event of Default or
Default, or at any other time, waive, negotiate, discuss, or take or
refrain from taking any action permitted under the US Loan Documents
with respect to any such Event of Default or Default or any other
provision of the US Loan Documents, and (ix) all Lender Parties have
relied upon the truthfulness of the acknowledgments in this section in
deciding to execute and deliver this Agreement and to become obligated
hereunder.

     (c)  Joint Acknowledgment.  This written Agreement and the other
US Loan 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 no unwritten oral agreements between the parties.

     Section 10.2.Survival of Agreements; Cumulative Nature.  All of
Restricted Persons' various representations, warranties, covenants and
agreements in the US Loan Documents shall survive the execution and
delivery of this Agreement and the other US Loan Documents and the
performance hereof and thereof, including the making or granting of
the US Loans and the  delivery of the US Notes and the other US Loan
Documents, and shall further survive until all of the US Obligations
are paid in full to each Lender Party and all of Lender Parties'
obligations to US Borrower are terminated.  All statements and
agreements contained in any certificate or other instrument delivered
by any Restricted Person to any Lender Party under any Loan Document
shall be deemed representations and warranties by US Borrower or
agreements and covenants of US Borrower under this Agreement.  The
representations, warranties, indemnities, and covenants made by
Restricted Persons in the US Loan Documents, and the rights, powers,
and privileges granted to Lender Parties in the US Loan Documents, are
cumulative, and, except for expressly specified waivers and consents,
no Loan Document shall be construed in the context of another to
diminish, nullify, or otherwise reduce the benefit to any Lender Party
of any such representation, warranty, indemnity, covenant, right,
power or privilege.  In particular and without limitation, no
exception set out in this Agreement to any representation, warranty,
indemnity, or covenant herein contained shall apply to any similar
representation, warranty, indemnity, or covenant contained in any
other Loan Document, and each such similar representation, warranty,
indemnity, or covenant shall be subject only to those exceptions which
are expressly made applicable to it by the terms of the various US
Loan Documents.

     Section 10.3.Notices.  All notices, requests, consents, demands
and other communications required or permitted under any Loan Document
shall be in writing, unless otherwise specifically provided in such
Loan Document (provided that US Agent may give telephonic notices to
the other Lender Parties), and shall be deemed sufficiently given or
furnished if delivered by personal delivery, by facsimile or other
electronic transmission, by delivery service with proof of delivery,
or by registered or certified United States mail, postage prepaid, to
US Borrower and Restricted Persons at the address of US Borrower
specified on the signature pages hereto and to each Lender Party at
its address specified on Annex II hereto (unless changed by similar
notice in writing given by the particular Person whose address is to
be changed).  Any such notice or communication shall be deemed to have
been given (a) in the case of personal delivery or delivery service,
as of the date of first attempted delivery during normal business
hours at the address provided herein, (b) in the case of facsimile or
other electronic transmission, upon receipt, or (c) in the case of
registered or certified United States mail, three days after deposit
in the mail; provided, however, that no Borrowing Notice shall become
effective until actually received by US Agent.

     Section 10.4.Payment of Expenses; Indemnity.

     (a)  Payment of Expenses.  Whether or not the transactions
contemplated by this Agreement are consummated, US Borrower will
promptly (and in any event, within 30 days after any invoice or other
statement or notice) pay: (i) all reasonable costs and expenses
incurred by or on behalf of US Agent (including, without limitation,
external attorneys' fees, consultants' fees, travel costs and
miscellaneous expenses) in connection with the negotiation,
preparation, execution and delivery of the US Loan Documents, and any
and all consents, waivers or other documents or instruments relating
thereto, and (ii) all reasonable costs and expenses incurred by or on
behalf of any Lender Party (including, without limitation, external
attorneys' fees, consultants' fees, accounting fees, travel costs and
miscellaneous expenses) in connection with the defense or enforcement
of any of the US Loan Documents (including this section) or the
defense of any Lender Party's exercise of its rights thereunder.

     (b)  Indemnity.  US Borrower agrees to indemnify each Lender
Party , upon demand, from and against any and all liabilities,
obligations, claims, losses, damages, penalties, fines, actions,
judgments, suits, settlements, reasonable costs and expenses or
disbursements (including reasonable fees of attorneys, accountants,
experts and advisors) of any kind or nature whatsoever (in this
section collectively called "liabilities and costs") which to any
extent (in whole or in part) may be imposed on, incurred by, or
asserted against such Lender Party growing out of, resulting from or
in any other way associated with the US Loan Documents and the
transactions and events (including the enforcement or defense thereof)
at any time associated therewith or contemplated therein (whether
arising in contract or in tort or otherwise and including any
violation or noncompliance with any Environmental Laws by any Lender
Party or any other Person or any liabilities or duties of any Lender
Party or any other Person with respect to Hazardous Materials found in
or released into the environment).

The foregoing indemnification shall apply whether or not such
liabilities and costs are in any way or to any extent owed, in whole
or in part, under any claim or theory of strict liability or caused,
in whole or in part by any negligent act or omission of any kind by
any Lender Party,

provided only that no Lender Party shall be entitled under this
section to receive indemnification for that portion, if any, of any
liabilities and costs which is proximately caused by its own
individual gross negligence or willful misconduct, as determined in a
final judgment.  If any Person (including US Borrower or any of its
Affiliates) ever alleges such gross negligence or willful misconduct
by any Lender Party, the indemnification provided for in this section
shall nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent jurisdiction
enters a final judgment as to the extent and effect of the alleged
gross negligence or willful misconduct.  As used in this section the
term "Lender Party" shall refer not only to each Person designated as
such in Section 1.1 but also to each director, officer, agent,
attorney, employee, representative and Affiliate of such Person.

     Section 10.5.Joint and Several Liability; Parties in Interest.
All Obligations which are incurred by two or more Restricted Persons
shall be their joint and several obligations and liabilities.  All
grants, covenants and agreements contained in the US Loan Documents
shall bind and inure to the benefit of the parties thereto and their
respective successors and assigns; provided, however, that no
Restricted Person may assign or transfer any of its rights or delegate
any of its duties or obligations under any Loan Document without the
prior consent of all of the Lenders.  Neither US Borrower nor any
Affiliates of US Borrower shall directly or indirectly purchase or
otherwise retire any Obligations owed to any Lender nor will any
Lender accept any offer to do so, unless each Lender shall have
received substantially the same offer with respect to the same
Percentage Share of the Obligations owed to it.  If US Borrower or any
Affiliate of US Borrower at any time purchases some but less than all
of the Obligations owed to all Lender Parties, such purchaser shall
not be entitled to any rights of any Lender under the US Loan
Documents unless and until US Borrower or its Affiliates have
purchased all of the Obligations.

     Section 10.6.Assignments and Participations.

     (a)  Each Lender may assign to one or more Eligible Transferees
all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its US Loans, its
Note, and its Percentage Share of the US Maximum Credit Amount);
provided, however, that

          (i)  each such assignment shall be to an Eligible
     Transferee;

          (ii) together with each such assignment of its rights and
     obligations under this Agreement, such Lender shall assign the
     same Percentage Share of its rights and obligations under the
     Canadian Agreement to the same Eligible Transferee or an
     Affiliate of such Eligible Transferee.

          (iii)except in the case of such an assignment to another
     Lender or an assignment of all of a Lender's rights and
     obligations under this Agreement, any partial assignment of such
     Lender's rights and obligations under this Agreement and under
     the Canadian Agreement shall be in a collective amount at least
     equal to US $20,000,000 or an integral multiple of US $5,000,000
     in excess thereof;

          (iv) each such assignment by a Lender shall be of a
     constant, and not varying, percentage of all of its rights and
     obligations under the US Loan Documents;

          (v)  the parties to such assignment shall execute and
     deliver to US Agent for its acceptance an Assignment and
     Acceptance in the form of Exhibit F hereto, together with any
     Note subject to such assignment and a processing fee of US
     $3,500; and

Upon execution, delivery, and acceptance of such Assignment and
Acceptance, the assignee thereunder shall be a party hereto and, to
the extent of such assignment, have the obligations, rights, and
benefits of a Lender hereunder and the assigning Lender shall, to the
extent of such assignment, relinquish its rights and be released from
its obligations under this Agreement.  Upon the consummation of any
assignment pursuant to this section, the assignor, US Agent and US
Borrower shall make appropriate arrangements so that, if required, new
US Notes are issued to the assignor and the assignee.  If the assignee
is not incorporated under the Laws of the United States of America or
a state thereof, it shall deliver to US Borrower and US Agent
certification as to exemption from deduction or withholding of Taxes
in accordance with Section 3.9.

     (b)  US Agent shall maintain at its address referred to in
Section 10.3 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and
addresses of the Lenders and their Percentage Share of the US Maximum
Credit Amount of, and principal amount of the US Loans owing to, each
Lender from time to time (the "Register").  The entries in the
Register shall be conclusive and binding for all purposes, absent
manifest error, and US Borrower, US Agent and the Lenders may treat
each Person whose name is recorded in the Register as a Lender
hereunder for all purposes of this Agreement.  The Register shall be
available for inspection by US Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     (c)  Upon its receipt of an Assignment and Acceptance executed by
the parties thereto, together with any Note subject to such assignment
and payment of the processing fee, US Agent shall, if such Assignment
and Acceptance has been completed and is in substantially the form of
Exhibit F hereto, (i) accept such Assignment and Acceptance,
(ii)record the information contained therein in the Register and (iii)
give prompt notice thereof to the parties thereto.

     (d)  Each Lender may sell participations to one or more Persons
that are Eligible Transferees in all or a portion of its rights and
obligations under this Agreement (including all or a portion of its US
Maximum Credit Amount and its US Loans); provided, however, that (i)
such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the participant
shall be entitled to the benefit of the yield protection provisions
contained in Article III and the right of offset contained in Section
6.14, and (iv)US Borrower shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the
sole right to enforce the obligations of US Borrower relating to its
US Loans and its Note and to approve any amendment, modification, or
waiver of any provision of this Agreement (other than amendments,
modifications, or waivers decreasing the amount of principal of or the
rate at which interest is payable on such US Loans or Note, extending
any scheduled principal payment date or date fixed for the payment of
interest on such US Loans or Note, or extending its US Maximum Credit
Amount).

     (e)  Notwithstanding anything to the contrary contained herein,
Lender (a "Granting Bank") may grant to a special purpose funding
vehicle (an "SPC"), identified as such in writing from time to time by
the Granting Bank to the US Agent and the US Borrower, the option to
provide to the US Borrower all or any part of any Loan that such
Granting Bank would otherwise be obligated to make to the US Borrower
pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Loan, and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Bank shall be obligated to
make such Loan pursuant to the terms hereof.  The making of a Loan by
an SPC hereunder shall utilize the Percentage Share of the US Maximum
Credit Amount of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank.  Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or payment under this
Agreement for which a Lender would otherwise be liable for so long as,
and to the extent, the Granting Bank provides such indemnity or makes
such payment.  In furtherance of the foregoing, each party hereto
hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join
any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof.  In
addition, notwithstanding anything to the contrary contained in this
Section 10.6(e), any SPC may (i) with notice to, but without the prior
written consent of, the US Borrower and the US Agent and without
paying any processing fee therefor, assign all or a portion of its
interests in any Loans to the Granting Bank or to any financial
institutions providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and
(ii) disclose on a confidential basis any non-public information
relating to its Loans to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement
to such SPC.  This Section 10.6(e) may not be amended without the
written consent of the Granting Bank.  Notwithstanding the above (i)
any Granting Bank's obligations under this Agreement as a Lender
hereunder shall remain unchanged, (ii) such Granting Bank shall remain
solely responsible to the other parties hereto for the performance of
such obligations, and (iii) US Borrower shall continue to deal solely
and directly with such Granting Bank in connection with such Granting
Bank's rights and obligations under this Agreement, and such Granting
Bank shall retain the sole right to enforce the obligations of US
Borrower relating to the US Loans and its Note and to approve any
amendment, modification, or waiver of any provision of this Agreement.

     (f)  Notwithstanding any other provision set forth in this
Agreement, any Lender may at any time assign and pledge all or any
portion of its US Loans and its Note to any Federal Reserve Bank as
collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank.  No such assignment
shall release the assigning Lender from its obligations hereunder.

     (g)  Any Lender may furnish any information concerning US
Borrower or any of its Subsidiaries in the possession of such Lender
from time to time to assignees and participants (including prospective
assignees and participants), subject, however, to the provisions of
Section 10.7 hereof.

     Section 10.7.Confidentiality.  US Agent and each Lender (each, a
"Lending Party") agrees to keep confidential any information furnished
or made available to it by US Borrower pursuant to this Agreement that
is marked confidential; provided that nothing herein shall prevent any
Lending Party from disclosing such information (a) to any other
Lending Party or any Affiliate of any Lending Party, or any officer,
director, employee, US Agent, or advisor of any Lending Party or
Affiliate of any Lending Party, (b) to any other Person if reasonably
incidental to the administration of the credit facility provided
herein, (c) as required by any Law, rule, or regulation, (d) upon the
order of any court or administrative agency, (e) upon the request or
demand of any regulatory agency or authority, (f) that is or becomes
available to the public or that is or becomes available to any Lending
Party other than as a result of a disclosure by any Lending Party
prohibited by this Agreement, (g) in connection with any litigation to
which such Lending Party or any of its Affiliates may be a party, (h)
to the extent necessary in connection with the exercise of any remedy
under this Agreement or any other Loan Document, and (i) subject to
provisions substantially similar to those contained in this section,
to any actual or proposed participant or assignee.

     Section 10.8.Governing Law; Submission to Process.  Except to the
extent that the law of another jurisdiction is expressly elected in a
Loan Document, the US Loan Documents shall be deemed contracts and
instruments made under the laws of the State of Utah and shall be
construed and enforced in accordance with and governed by the laws of
the State of Utah and the laws of the United States of America,
without regard to principles of conflicts of law.  US Borrower hereby
irrevocably submits itself and each other Restricted Person to the
non-exclusive jurisdiction of the state and federal courts sitting in
the State of Utah and agrees and consents that service of process may
be made upon it or any Restricted Person in any legal proceeding
relating to the US Loan Documents or the Obligations by any means
allowed under Utah or federal law.

     Section 10.9.Limitation on Interest.  Lender Parties, Restricted
Persons and the other parties to the US Loan Documents intend to
contract in strict compliance with applicable usury Law from time to
time in effect.  In furtherance thereof such persons stipulate and
agree that none of the terms and provisions contained in the US Loan
Documents shall ever be construed to provide for interest in excess of
the maximum amount of interest permitted to be charged by applicable
Law from time to time in effect.  Neither any Restricted Person nor
any present or future guarantors, endorsers, or other Persons
hereafter becoming liable for payment of any Obligation shall ever be
liable for unearned interest thereon or shall ever be required to pay
interest in excess of the maximum amount that may be lawfully charged
under applicable Law from time to time in effect, and the provisions
of this section shall control over all other provisions of the US Loan
Documents which may be conflict or apparent conflict herewith.  As
used in this section the term "applicable Law" means the Laws of the
State of Texas or the Laws of the United States of America, whichever
Laws allow the greater interest, as such Laws now exist or may be
changed or amended or come into effect in the future.

     Section 10.10. Termination; Limited Survival.  In its sole and
absolute discretion US Borrower may at any time that no Obligations
are owing elect in a written notice delivered to US Agent to terminate
this Agreement.  Upon receipt by US Agent of such a notice, if no
Obligations are then owing this Agreement and all other US Loan
Documents shall thereupon be terminated and the parties thereto
released from all prospective obligations thereunder.  Notwithstanding
the foregoing or anything herein to the contrary, any waivers or
admissions made by any Restricted Person in any Loan Document, any
Obligations under Sections 3.2 through 3.6, and any obligations which
any Person may have to indemnify or compensate any Lender Party shall
survive any termination of this Agreement or any other Loan Document.
At the request and expense of US Borrower, US Agent shall prepare and
execute all necessary instruments to reflect and effect such
termination of the US Loan Documents.  US Agent is hereby authorized
to execute all such instruments on behalf of all Lenders, without the
joinder of or further action by any Lender.

     Section 10.11. Severability.  If any term or provision of any
Loan Document shall be determined to be illegal or unenforceable all
other terms and provisions of the US Loan Documents shall nevertheless
remain effective and shall be enforced to the fullest extent permitted
by applicable Law.

     Section 10.12. Counterparts; Fax.  This Agreement may be
separately executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Agreement.
This Agreement and the US Loan Documents may be validly executed and
delivered by facsimile or other electronic transmission.

     Section 10.13. Waiver of Jury Trial, Punitive Damages, etc.  US
Borrower and each Lender Party hereby knowingly, voluntarily,
intentionally, and irrevocably (a) waives, to the maximum extent not
prohibited by Law, any right it may have to a trial by jury in respect
of any litigation based hereon, or directly or indirectly at any time
arising out of, under or in connection with the US Loan Documents or
any transaction contemplated thereby or associated therewith, before
or after maturity; (b) waives, to the maximum extent not prohibited by
Law, any right it may have to claim or recover in any such litigation
any "Special Damages", as defined below, (c) certifies that no party
hereto nor any representative or agent or counsel for any party hereto
has represented, expressly or otherwise, or implied that such party
would not, in the event of litigation, seek to enforce the foregoing
waivers, and (d) acknowledges that it has been induced to enter into
this Agreement, the other US Loan Documents and the transactions
contemplated hereby and thereby by, among other things, the mutual
waivers and certifications contained in this section.  As used in this
section, "Special Damages" includes all special, consequential,
exemplary, or punitive damages (regardless of how named), but does not
include any payments or funds which any party hereto has expressly
promised to pay or deliver to any other party hereto.

     Section 10.14. Defined Terms.  Capitalized terms and phrases used
and not otherwise defined herein shall for all purposes of this
Agreement have the meaning given to such terms and phrases in Annex I
hereto.

     Section 10.15. Annex I, Exhibits and Schedules; Additional
Definitions.  Annex I and all Exhibits and Schedules attached to this
Agreement are a part hereof for all purposes.

     Section 10.16. Amendment of Defined Instruments.  Unless the
context otherwise requires or unless otherwise provided herein the
terms defined in this Agreement which refer to a particular agreement,
instrument or document also refer to and include all renewals,
extensions, modifications, amendments and restatements of such
agreement, instrument or document, provided that nothing contained in
this section shall be construed to authorize any such renewal,
extension, modification, amendment or restatement.

     Section 10.17. References and Titles.  All references in this
Agreement to Exhibits, Schedules, articles, sections, subsections and
other subdivisions refer to the Exhibits, Schedules, articles,
sections, subsections and other subdivisions of this Agreement unless
expressly provided otherwise.  Titles appearing at the beginning of
any subdivisions are for convenience only and do not constitute any
part of such subdivisions and shall be disregarded in construing the
language contained in such subdivisions.  The words "this Agreement",
"this instrument", "herein", "hereof", "hereby", "hereunder" and words
of similar import refer to this Agreement as a whole and not to any
particular subdivision unless expressly so limited.  The phrases "this
section" and "this subsection" and similar phrases refer only to the
sections or subsections hereof in which such phrases occur.  The word
"or" is not exclusive, and the word "including" (in its various forms)
means "including without limitation".  Pronouns in masculine, feminine
and neuter genders shall be construed to include any other gender, and
words in the singular form shall be construed to include the plural
and vice versa, unless the context otherwise requires.

     Section 10.18. Calculations and Determinations.  All calculations
under the US Loan Documents of interest chargeable with respect to
Eurodollar Loans and of fees shall be made on the basis of actual days
elapsed (including the first day but excluding the last) and a year of
360 days.  All other calculations of interest made under the US Loan
Documents shall be made on the basis of actual days elapsed (including
the first day but excluding the last) and a year of 365 or 366 days,
as appropriate.  Each determination by a Lender Party of amounts to be
paid under Article III or any other matters which are to be determined
hereunder by a Lender Party (such as any US Dollar Eurodollar Rate,
Adjusted US Dollar Eurodollar Rate, Business Day, Interest Period, or
Reserve Requirement) shall, in the absence of manifest error, be
conclusive and binding.  Unless otherwise expressly provided herein or
unless Required Lenders otherwise consent all financial statements and
reports furnished to any Lender Party hereunder shall be prepared and
all financial computations and determinations pursuant hereto shall be
made in accordance with US GAAP.

     Section 10.19. Construction of Indemnities and Releases. All
indemnification and release provisions of this Agreement shall be
construed broadly (and not narrowly) in favor of the Persons receiving
indemnification from or being released.

     IN WITNESS WHEREOF, this Agreement is executed as of the date
first written above.

                              QUESTAR MARKET RESOURCES, INC.
                                   US Borrower


                              By:  /s/Gary L. Nordloh
                                   Gary L. Nordloh
                                   President and Chief Executive Officer

                                   Mailing Address:
                                   P.O. Box 45433
                                   Salt Lake City, Utah  84145
                                   Attention:

                                   Street Address:
                                   180 East 100 South
                                   Salt Lake City, Utah  84111
                                   Telephone: (801) 324-5497
                                   Fax: (801) 324-5483


                              NATIONSBANK, N.A.,
                              Administrative Agent, US LC Issuer
                              and Lender


                              By:  /s/David C. Rubenking
                                   David C. Rubenking
                                   Title:


                                   Address:

                                   370 17th Street, Suite 3200
                                   Denver, Colorado  80202
                                   Attention: David C. Rubenking

                                   Telephone: (303) 629-6969
                                   Fax: (303) 629-6303


                              TORONTO DOMINION (TEXAS), INC.
                              Lender


                              By:  /s/Jimmy Simien
                                   Jimmy Simien
                                   Vice President

                                   Address:

                                   909 Fannin Street, Suite 1700
                                   Houston, TX  77010
                                   Attn:  Carolyn Faeth
                                   Telephone:  (713) 427-8520
                                   Fax:  (713) 951-9951


                              BANK OF MONTREAL
                              Lender


                              By:  /s/James Whitmore
                                   James Whitmore
                                   Director

                                   Address:

                                   700 Louisiana Street, Suite 4400
                                   Houston, TX  77002
                                   Attention:  Frank Russo
                                   Telephone:  (713) 546-9760
                                   Fax:  (713) 223-4007


                              THE FIRST NATIONAL BANK OF CHICAGO
                              Lender


                              By:  /s/Carl E. Skoog
                                   Carl E. Skoog
                                   Vice President

                                   Address:

                                   Mail Code:  IL1-0362
                                   One First National Plaza
                                   Chicago, IL  60670
                                   Attention:  Energy and Minerals
                                   Telephone:  (312) 732-6886
                                   Fax:  (312) 732-3055


                              FIRST SECURITY BANK, N.A.
                              Lender


                              By:
                                   Name:
                                   Title:

                                   Address:
                                   15 East 100 South, 2nd Floor
                                   Salt Lake City, UT  84111
                                   Attention:  Troy S. Akagi
                                   Telephone:  (801) 246-5524
                                   Fax:  (801) 246-5532


                              MELLON BANK, N.A.
                              Lender


                              By:  /s/Roger E. Howard
                                   Roger E. Howard
                                   Vice President

                                   Address:

                                   One Mellon Bank Center,
                                   Room 4425
                                   Pittsburgh, PA  15258
                                   Attention:  Roger E. Howard
                                   Telephone:  (412) 234-5606
                                   Fax:  (412) 236-1840