[Execution]

              FIRST AMENDMENT TO US CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO US CREDIT AGREEMENT (herein called the
"Amendment") made as of May 17, 1999, by and among Questar Market
Resources, Inc., a Utah corporation ("US Borrower"), NationsBank,
N.A., individually and as administrative agent ("US Agent"), and the
undersigned Lenders, party to the Original Agreement (the "Lenders"),
defined below.

                       W I T N E S S E T H:

     WHEREAS, US Borrower, US Agent and the Lenders entered into that
certain US Credit Agreement dated as of April 19, 1999 (the "Original
Agreement"), for the purpose and consideration therein expressed,
whereby the Lenders became obligated to make loans to US Borrower as
therein provided; and

     WHEREAS, US Borrower, US Agent and the Lenders, desire to amend
the definition of the US Maximum Credit Amount, the Tranche A Maximum
Credit Amount and the Tranche B Maximum Credit Amount; and

     WHEREAS, the increases in the US Maximum Credit Amount, the
Tranche A Maximum Credit Amount and the Tranche B Maximum Credit
Amount will be commitments of First Security Bank, N.A. ("First
Security"), and the obligations of the other Lenders will not be
increased by this Amendment.

     NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and in the Original
Agreement, in consideration of the loans which may hereafter be made
by Lenders to US Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do hereby agree as follows:

                            ARTICLE I.

                    Definitions and References

     Section 1.1.  Terms Defined in the Original Agreement.  Unless
the context otherwise requires or unless otherwise expressly defined
herein, the terms defined in the Original Agreement shall have the
same meanings whenever used in this Amendment.

     Section 1.2.  Other Defined Terms.  Unless the context otherwise
requires, the following terms when used in this Amendment shall have
the meanings assigned to them in this Section 1.2.

          "Amendment" means this First Amendment to US Credit
     Agreement.

          "Amendment Documents" means this Amendment, the Tranche A
     Renewal Note and the Tranche B Renewal Note.

          "Tranche A Renewal Note" means the Tranche A Note of even
     date herewith in the stated principal amount of US $9,000,000
     made payable to the order of First Security, attached hereto as
     Exhibit A-1, which note is given in increase, replacement and
     substitution of the Tranche A Note dated April 19, 1999, made
     payable to the order of First Security.

          "Tranche B Renewal Note" means the Tranche B Note of even
     date herewith inthe stated principal amount of US $2,520,000 made
     payable to the order of First Security Bank, N.A., attached hereto
     as Exhibit A-2, which note is given in increase, replacement and
     substitution of the Tranche B Note dated April 19, 1999, made payable
     to the order of First Security.

          "US Credit Agreement" means the Original Agreement as
     amended hereby.

                            ARTICLE II.

                 Amendments to Original Agreement

     Section 2.1.  Defined Terms.  The definitions of "US Maximum
Credit Amount", "Tranche A Maximum Credit Amount" and "Tranche B
Maximum Credit Amount" in Annex I of the Original Agreement are hereby
amended in their entirety to read as follows:

          "'Tranche A Maximum Credit Amount'" means the amount of US
$153,000,000;  provided that the Tranche A Maximum Credit Amount may
be increased up to  $180,000,000 pursuant to Section 1.1(f) of the US
Agreement."

          "'Tranche B Maximum Credit Amount'" means the amount of US
$42,840,000;   provided that the Tranche B Maximum Credit Amount may
be increased up to  $50,000,000 pursuant to Section 1.1(f) of the US
Agreement."

          "'US Maximum Credit Amount' means the amount of US
$195,840,000; provided that the US Maximum Credit Amount may be
increased up to US $230,000,000 pursuant to Section 1.1(f) of the
US Agreement."

     Section 2.2.  Lenders Schedule.  Annex II to the Original
Agreement is hereby amended in its entirety to read as set forth in
Exhibit B attached hereto.

                            ARTICLE III.

                    Conditions of Effectiveness

     Section 3.1.  Effective Date.  This Amendment shall become
effective as of the date first above written when, and only when, (i)
US Agent shall have received, at US Agent's office, a counterpart of
this Amendment executed and delivered by US Borrower and each Lender,
(ii) US Borrower shall have issued and delivered to US Agent, for
subsequent delivery to First Security, a Tranche A Renewal Note and a
Tranche B Renewal Note with appropriate insertions payable to the
order of First Security, duly executed on behalf of US Borrower, dated
the date hereof, and (iii) US Agent shall have additionally received
from US Borrower, in connection with such US Loan Documents, all other
fees and reimbursements to be paid to US Agent pursuant to any US Loan
Documents, or otherwise due US Agent and including fees and
disbursements of US Agent's attorneys.

                            ARTICLE IV.

                  Representations and Warranties

     Section 4.1.  Representations and Warranties of Borrower.  In
order to induce each Lender to enter into this Amendment, US Borrower
represents and warrants to each Lender that:

          (a)  The representations and warranties contained in Article
     V of the Original Agreement are true and correct at and as of the
     time of the effectiveness hereof.

          (b)  US Borrower has duly taken all action necessary to
     authorize the execution and delivery by it of the Amendment
     Documents and to authorize the consummation of the transactions
     contemplated hereby and thereby and the performance of its
     obligations hereunder and thereunder.  US Borrower is duly
     authorized to borrow funds under the US Credit Agreement.

          (c)  The execution and delivery by the various Restricted
     Persons of the Amendment Documents to which each is a party, the
     performance by each of its obligations under such Amendment
     Documents and the consummation of the transactions contemplated
     by the various Amendment Documents do not and will not (a)
     conflict with any provision of (i) any Law, (ii) the
     organizational documents of any Restricted Person, or (iii) any
     agreement, judgment, license, order or permit applicable to or
     binding upon any Restricted Person, or (b) result in the
     acceleration of any Indebtedness owed by any Restricted Person,
     or (c) 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 Amendment Document or to consummate any
     transactions contemplated by the Amendment Documents.

          (d)  This Amendment is, and the other Amendment Documents
     when duly executed and delivered will be, a legal, valid and
     binding obligation 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 and by equitable principles of
     general application relating to the enforcement of creditor's
     rights.

                            ARTICLE V.

                           Miscellaneous

     Section 5.1.  Ratification of Agreements.  The Original Agreement
as hereby amended is hereby ratified and confirmed in all respects.
The US Loan Documents, as they may be amended or affected by the
various Amendment Documents, are hereby ratified and confirmed in all
respects. Any reference to the US Credit Agreement in any Loan
Document shall be deemed to be a reference to the Original Agreement
as hereby amended.  Any reference to the Tranche A Notes and the
Tranche B Notes in any other US Loan Document shall be deemed to
include a reference to the Tranche A Renewal Note and the Tranche B
Renewal Note issued and delivered pursuant to this Amendment. The
execution, delivery and effectiveness of this Amendment and each of
the Tranche A Renewal Note and the Tranche B Renewal Note shall not,
except as expressly provided herein or therein, operate as a waiver of
any right, power or remedy of Lenders under the US Credit Agreement,
the US Notes, or any other US Loan Document nor constitute a waiver of
any provision of the US Credit Agreement, the US Notes or any other US
Loan Document.

     Section 5.2.  Survival of Agreements; Cumulative Nature.  All of
Restricted Persons' various representations, warranties, covenants and
agreements herein shall survive the execution and delivery of this
Amendment and the other Amendment Documents and the performance hereof
and thereof, including without limitation the making or granting of
the US Loans and the delivery of the Tranche A Renewal Note and the
Tranche B Renewal Note, 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 instrument delivered by
any Restricted Person hereunder or under the US Credit Agreement to
any Lender Party shall be deemed representations and warranties by US
Borrower or agreements and covenants of US Borrower under this
Amendment and under the US Credit 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 Amendment or any other Amendment Document to any
representation, warranty, indemnity, or covenant herein or therein
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 5.3.  Delivery of Notes.  First Security shall promptly
deliver to US Agent, for subsequent delivery to US Borrower, the
Tranche A Note and the Tranche B Note heretofore delivered to it under
the Original Agreement.

     Section 5.4.  Loan Documents.  This Amendment and each of the
Tranche A Renewal Note and the Tranche B Renewal Note are each a US
Loan Document, and all provisions in the US Credit Agreement
pertaining to US Loan Documents apply hereto and thereto.

     Section 5.5.  Governing Law.  This Amendment shall be governed by
and construed in accordance the laws of the State of Utah and any
applicable laws of the United States of America in all respects,
including construction, validity and performance.  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 Amendment Documents or the Obligations by any means
allowed under Utah or federal law.

     Section 5.6.  Counterparts.  This Amendment may be separately
executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to constitute one and the same Amendment.  This Amendment
may be validly executed and delivered by facsimile or other electronic
transmission.

     THIS AMENDMENT 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.

  [The remainder of this page has been intentionally left blank.]

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

                              QUESTAR MARKET RESOURCES, INC.
                              US Borrower


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

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

                                   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
                                   Senior Vice President


                              TORONTO DOMINION (TEXAS), INC.
                              Lender


                              By:  /s/Carolyn Faeth
                                   Carolyn Faeth
                                   Manager


                              BANK OF MONTREAL
                              Lender


                              By:  /s/James Whitmore
                                   James Whitmore
                                   Director


                              THE FIRST NATIONAL BANK OF CHICAGO
                              Lender


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


                              MELLON BANK, N.A.
                              Lender


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


                              FIRST SECURITY BANK, N.A.
                              Lender


                              By:  /s/Troy S. Akagi
                                   Troy S. Akagi
                                   Title:  Vice President



                                                      EXHIBIT A-1

                                 PROMISSORY NOTE


US$ 9,000,000            [Tranche A Note]             May__, 1999

     FOR VALUE RECEIVED, the undersigned, Questar Market Resources,
Inc., a Utah corporation (herein called "Borrower"), hereby promises
to pay to the order of First Security Bank, N.A. (herein called
"Lender"), the principal sum of Nine Million and no/100 Dollars
(US$ 9,000,000), or, if greater or less, the aggregate unpaid
principal amount of the Tranche A Loans made under this Note by Lender
to Borrower pursuant to the terms of the Credit Agreement (as
hereinafter defined), together with interest on the unpaid principal
balance thereof as hereinafter set forth, both principal and interest
payable as herein provided in lawful money of the United States of
America at the offices of US Agent under the Credit Agreement, 901
Main Street, Dallas, Texas or at such other place within Dallas
County, Texas, as from time to time may be designated by the holder of
this Note.

     This Note (a) is issued and delivered under that certain US
Credit Agreement dated as of April 19, 1999, among Borrower,
NationsBank, N.A., individually and as administrative agent ("US
Agent"), and the lenders (including Lender) referred to therein, as
amended by that certain First Amendment to US Credit Agreement dated
of even date herewith among Borrower, US Agent and the lenders
(including Lender) referred to therein (herein, as from time to time
supplemented, amended or restated, called the "Credit Agreement"), and
is a "Tranche A Note" as defined therein and (b) is subject to the
terms and provisions of the Credit Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of
the maturity hereof upon the happening of certain stated events.
Payments on this Note shall be made and applied as provided herein and
in the Credit Agreement.  Reference is hereby made to the Credit
Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings
assigned to terms used and not defined herein.

     The principal amount of this Note, together with all interest
accrued hereon, shall be due and payable in full on the US Facility
Maturity Date.

     Tranche A Loans that are US Base Rate Loans (exclusive of any
past due principal or interest) from time to time outstanding shall
bear interest on each day outstanding at the US Base Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, US Base Rate Loans shall bear interest on each day
outstanding at the applicable Default Rate in effect on such day.  On
each Interest Payment Date Borrower shall pay to the holder hereof all
unpaid interest which has accrued on the US Base Rate Loans to but not
including such Interest Payment Date.  Each Tranche A Loan that is a
US Dollar Eurodollar Loan (exclusive of any past due principal or
interest) shall bear interest on each day during the related Interest
Period at the related Adjusted US Dollar Eurodollar Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, such US Dollar Eurodollar Loan shall bear interest on each
day outstanding at the applicable Default Rate in effect on such day.
On each Interest Payment Date relating to such US Dollar Eurodollar
Loan, Borrower shall pay to the holder hereof all unpaid interest
which has accrued on such US Dollar Eurodollar Loan to but not
including such Interest Payment Date.

     All past due principal of and past due interest on the Loans
shall bear interest on each day outstanding at the applicable Default
Rate in effect on such day, and such interest shall be due and payable
daily as it accrues.  Notwithstanding the foregoing provisions of this
paragraph: (a) this Note shall never bear interest in excess of the
Highest Lawful Rate, and (b) if at any time the rate at which interest
is payable on this Note is limited by the Highest Lawful Rate (by the
foregoing subsection (a) or by reference to the Highest Lawful Rate in
the definitions of US Base Rate, Adjusted US Dollar Eurodollar Rate,
and Default Rate), this Note shall bear interest at the Highest Lawful
Rate and shall continue to bear interest at the Highest Lawful Rate
until such time as the total amount of interest accrued hereon equals
(but does not exceed) the total amount of interest which would have
accrued hereon had there been no Highest Lawful Rate applicable
hereto.

     Notwithstanding the foregoing paragraph and all other provisions
of this Note, in no event shall the interest payable hereon, whether
before or after maturity, exceed the maximum amount of interest which,
under applicable Law, may be charged on this Note, and this Note is
expressly made subject to the provisions of the Credit Agreement which
more fully set out the limitations on how interest accrues hereon.
The term "applicable Law" as used in this Note shall mean the laws of
the State of Utah or the laws of the United States, whichever laws
allow the greater interest, as such laws now exist or may be changed
or amended or come into effect in the future.

     If this Note is placed in the hands of an attorney for collection
after default, or if all or any part of the indebtedness represented
hereby is proved, established or collected in any court or in any
bankruptcy, receivership, debtor relief, probate or other court
proceedings, Borrower and all endorsers, sureties and guarantors of
this Note jointly and severally agree to pay reasonable attorneys'
fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.

     Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentment, notice of demand and of
dishonor and nonpayment of this Note, protest, notice of protest,
notice of intention to accelerate the maturity of this Note,
declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party
and any notice of or defense on account of any extensions, renewals,
partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or
substitutions of any security, or any delay, indulgence or other act
of any trustee or any holder hereof, whether before or after maturity.

     This Note is given in renewal and extension (but not in
extinguishment or novation) of that certain Promissory Note dated
April 19, 1999 executed and delivered by Borrower and payable to the
order of Lender in the stated principal amount of US $6,000,000.

     This Note and the rights and duties of the parties hereto shall
be governed by the Laws of the State of utah (without regard to
principles of conflicts of law), except to the extent the same are
governed by applicable federal Law.

                              QUESTAR MARKET RESOURCES, INC.


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


                                                      EXHIBIT A-2


                          PROMISSORY NOTE


US$ 2,520,000            [Tranche B Note]            May __, 1999

     FOR VALUE RECEIVED, the undersigned, Questar Market Resources,
Inc., a Utah corporation (herein called "Borrower"), hereby promises
to pay to the order of First Security Bank, N.A. (herein called
"Lender"), the principal sum of Two Million Five Hundred Twenty
Thousand and no/100 Dollars (US$2,520,000), or, if greater or less,
the aggregate unpaid principal amount of the Tranche B Loans made
under this Note by Lender to Borrower pursuant to the terms of the
Credit Agreement (as hereinafter defined), together with interest on
the unpaid principal balance thereof as hereinafter set forth, both
principal and interest payable as herein provided in lawful money of
the United States of America at the offices of US Agent under the
Credit Agreement, 901 Main Street, Dallas, Texas or at such other
place within Dallas County, Texas, as from time to time may be
designated by the holder of this Note.

     This Note (a) is issued and delivered under that certain US
Credit Agreement dated as of April 19, 1999 among Borrower,
NationsBank, N.A., individually and as administrative agent ("US
Agent"), and the lenders (including Lender) referred to therein, as
amended by that certain First Amendment to US Credit Agreement dated
of even date herewith among Borrower, US Agent and the lenders
(including Lender) referred to therein (herein, as from time to time
supplemented, amended or restated, called the "Credit Agreement"), and
is a "Tranche B Note" as defined therein and (b) is subject to the
terms and provisions of the Credit Agreement, which contains
provisions for payments and prepayments hereunder and acceleration of
the maturity hereof upon the happening of certain stated events.
Payments on this Note shall be made and applied as provided herein and
in the Credit Agreement.  Reference is hereby made to the Credit
Agreement for a description of certain rights, limitations of rights,
obligations and duties of the parties hereto and for the meanings
assigned to terms used and not defined herein.

     The principal amount of this Note, together with all interest
accrued hereon, shall be due and payable in full on the Tranche B
Maturity Date.

     Tranche B Loans that are US Base Rate Loans (exclusive of any
past due principal or interest) from time to time outstanding shall
bear interest on each day outstanding at the US Base Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, US Base Rate Loans shall bear interest on each day
outstanding at the applicable Default Rate in effect on such day.  On
each Interest Payment Date Borrower shall pay to the holder hereof all
unpaid interest which has accrued on the US Base Rate Loans to but not
including such Interest Payment Date.  Each Tranche B Loan that is a
US Dollar Eurodollar Loan (exclusive of any past due principal or
interest) shall bear interest on each day during the related Interest
Period at the related Adjusted US Dollar Eurodollar Rate in effect on
such day; provided that if an Event of Default has occurred and is
continuing, such US Dollar Eurodollar Loan shall bear interest on each
day outstanding at the applicable Default Rate in effect on such day.
On each Interest Payment Date relating to such US Dollar Eurodollar
Loan, Borrower shall pay to the holder hereof all unpaid interest
which has accrued on such US Dollar Eurodollar Loan to but not
including such Interest Payment Date.

     All past due principal of and past due interest on the Loans
shall bear interest on each day outstanding at the applicable Default
Rate in effect on such day, and such interest shall be due and payable
daily as it accrues.  Notwithstanding the foregoing provisions of this
paragraph: (a) this Note shall never bear interest in excess of the
Highest Lawful Rate, and (b) if at any time the rate at which interest
is payable on this Note is limited by the Highest Lawful Rate (by the
foregoing subsection (a) or by reference to the Highest Lawful Rate in
the definitions of US Base Rate, Adjusted US Dollar Eurodollar Rate,
and Default Rate), this Note shall bear interest at the Highest Lawful
Rate and shall continue to bear interest at the Highest Lawful Rate
until such time as the total amount of interest accrued hereon equals
(but does not exceed) the total amount of interest which would have
accrued hereon had there been no Highest Lawful Rate applicable
hereto.

     Notwithstanding the foregoing paragraph and all other provisions
of this Note, in no event shall the interest payable hereon, whether
before or after maturity, exceed the maximum amount of interest which,
under applicable Law, may be charged on this Note, and this Note is
expressly made subject to the provisions of the Credit Agreement which
more fully set out the limitations on how interest accrues hereon.
The term "applicable Law" as used in this Note shall mean the laws of
the State of Utah or the laws of the United States, whichever laws
allow the greater interest, as such laws now exist or may be changed
or amended or come into effect in the future.

     If this Note is placed in the hands of an attorney for collection
after default, or if all or any part of the indebtedness represented
hereby is proved, established or collected in any court or in any
bankruptcy, receivership, debtor relief, probate or other court
proceedings, Borrower and all endorsers, sureties and guarantors of
this Note jointly and severally agree to pay reasonable attorneys'
fees and collection costs to the holder hereof in addition to the
principal and interest payable hereunder.

     Borrower and all endorsers, sureties and guarantors of this Note
hereby severally waive demand, presentment, notice of demand and of
dishonor and nonpayment of this Note, protest, notice of protest,
notice of intention to accelerate the maturity of this Note,
declaration or notice of acceleration of the maturity of this Note,
diligence in collecting, the bringing of any suit against any party
and any notice of or defense on account of any extensions, renewals,
partial payments or changes in any manner of or in this Note or in any
of its terms, provisions and covenants, or any releases or
substitutions of any security, or any delay, indulgence or other act
of any trustee or any holder hereof, whether before or after maturity.

     This Note is given in renewal and extension (but not in
extinguishment or novation) of that certain Promissory Note dated
April 19, 1999 executed and delivered by Borrower and payable to the
order of Lender in the stated principal amount of US $1,680,000

     This Note and the rights and duties of the parties hereto shall
be governed by the Laws of the State of Utah (without regard to
principles of conflicts of law), except to the extent the same are
governed by applicable federal Law.

                              QUESTAR MARKET RESOURCES, INC.


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


                             EXHIBIT B

                         LENDER'S SCHEDULE

                          BANK OF AMERICA

                     Percentage Share:25.4902%

US Agreement

Name of Affiliate that is Lender under US Agreement:NationsBank, N.A.

Applicable Lending Office for US Loans: 901 Main Street, 64th Floor
                                        Dallas, Texas 75202

Address for Notices:                    901 Main Street, 64th Floor
                                        Dallas, Texas 75202
                                        Attention: Renita M. Cummings


US Tranche A Note Amount (5 year):      US$   39,000,000

US Tranche B Note Amount (364 day):     US$   10,920,000

Competitive Bid Note Amount:            see Section 1.7 of US
Agreement

Canadian Agreement

Name of Affiliate that is Lender under Canadian Agreement:Bank of
America Canada

Applicable Lending Office for Canadian Advances:200 Front Street West,
                                        Suite 2700
                                        Toronto, Ontario M5V3L2

Address for Notices:                    200 Front Street West,
                                        Suite 2700
                                        Toronto, Ontario M5V3L2
                                        Attention:  Richard J. Hall

Canadian Note Amount:                   US$ 15,080,000

Competitive Bid Note Amount:            see Section 1.9 of Canadian
                                        Agreement


                         MELLON BANK, N.A.

                    Percentage Share: 23.5294%

US Agreement

Name of Affiliate that is Lender under US Agreement:Mellon Bank, N.A.

Applicable Lending Office for US Loans: One Mellon Bank Center
                                        Room 4425
                                        Pittsburgh, Pennsylvania 15258

Address for Notices:                    One Mellon Bank Center
                                        Room 4425
                                        Pittsburgh, Pennsylvania 15258
                                        Attention:  Roger E. Howard

US Tranche A Note Amount (5 year):      US$   36,000,000

US Tranche B Note Amount (364 day):     US$   10,080,000

Competitive Bid Note Amount:            see Section 1.7 of US
Agreement

Canadian Agreement

Name of Affiliate that is Lender under Canadian Agreement:Mellon Bank
Canada

Applicable Lending Office for Canadian Advances:77 King Street West,
Suite 3200
                                        Toronto, Ontario M5K 1K2
                                        Canada

Address for Notices:                    77 King Street West, Suite
3200
                                        Toronto, Ontario M5K 1K2
                                        Canada
                                        Attention: Wendy B. H. Bocti

Canadian Note Amount:                   US$ 13,920,000

Competitive Bid Note Amount:            see Section 1.9 of Canadian
                                        Agreement


                         BANK OF MONTREAL

                    Percentage Share: 13.7255%

US Agreement

Name of Affiliate that is Lender under US Agreement:Bank of Montreal

Applicable Lending Office for US Loans: 700 Louisiana, Suite 4400
                                        Houston, Texas 77002

Address for Notices:                    700 Louisiana, Suite 4400
                                        Houston, Texas 77002
                                        Attention: Frank Russo

US Tranche A Note Amount (5 year):      US$ 21,000,000

US Tranche B Note Amount (364 day):     US$   5,880,000

Competitive Bid Note Amount:            see Section 1.7 of US
Agreement

Canadian Agreement

Name of Affiliate that is Lender under Canadian Agreement:Bank of
Montreal

Applicable Lending Office for Canadian Advances:350-7th Avenue S.W.
                                        (Floor 24)
                                        Calgary, Alberta
                                        Canada T2P 3N9

Address for Notices:                    350-7th Avenue S.W.
                                        (Floor 24)
                                        Calgary, Alberta
                                        Canada T2P 3N9
                                        Attention: Scott C. McDermid

Canadian Note Amount:                   US$ 8,120,000

Competitive Bid Note Amount:            see Section 1.9 of Canadian
                                        Agreement

                THE FIRST NATIONAL BANK OF CHICAGO

                    Percentage Share: 23.5294%

US Agreement

Name of Affiliate that is Lender under US Agreement:The First National
Bank of Chicago

Applicable Lending Office for US Loans: One First National Plaza
                                        IL 1-0362
                                        Chicago, Illinois 60670

Address for Notices:                    One First National Plaza
                                        IL 1-0362
                                        Chicago, Illinois 60670
                                        Attention: Energy & Minerals

US Tranche A Note Amount (5 year):      US$   36,000,000

US Tranche B Note Amount (364 day):     US$   10,080,000

Competitive Bid Note Amount:            see Section 1.7 of US
Agreement

Canadian Agreement

Name of Affiliate that is Lender under Canadian Agreement:First
Chicago NBD Bank, Canada

Applicable Lending Office for Canadian Advances:161 Bay Street, Suite
4240, Toronto, Ontario M5J 2S1

Address for Notices:                    161 Bay Street, Suite 4240
                                        Toronto, Ontario M5J 2S1
                                        Attention: Jeremiah A. Hynes

Canadian Note Amount:                   US$ 13,920,000

Competitive Bid Note Amount:            see Section 1.9 of Canadian
                                        Agreement


                     THE TORONTO-DOMINION BANK

                     Percentage Share: 7.8431%

US Agreement

Name of Affiliate that is Lender under US Agreement:Toronto-Dominion
(Texas), Inc.

Applicable Lending Office for US Loans: 909 Fannin Street
                                        Suite 1700
                                        Houston, Texas 77010

Address for Notices:                    909 Fannin Street
                                        Suite 1700
                                        Houston, Texas 77010
                                        Attention: Carolyn Faeth


US Tranche A Note Amount (5 year)       US$    12,000,000

US Tranche B Note Amount (364 day)      US$      3,360,000

Competitive Bid Note Amount             see Section 1.7 of US
Agreement


Canadian Agreement

Name of Affiliate that is Lender under Canadian Agreement:The
Toronto-Dominion Bank

Applicable Lending Office for Canadian Advances:Corporate and
Investment
                                          Banking Group
                                        8th floor Home Oil Tower
                                        324-8th Avenue S.W.
                                        Calgary, Alberta
                                        T2P 2Z2

Address for Notices:                    Corporate and Investment
                                          Banking Group
                                        8th floor Home Oil Tower
                                        324-8th Avenue S.W.
                                        Calgary, Alberta
                                        T2P 2Z2

Canadian Note Amount:                   US$ 4,640,000

Competitive Bid Note Amount:            see Section 1.9 of Canadian
                                        Agreement


                     FIRST SECURITY BANK, N.A.

                     Percentage Share: 5.8824%

US Agreement

Name of Affiliate that is Lender under US Agreement:First Security
Bank, N.A.

Applicable Lending Office for US Loans: 15 E. 100 South, 2nd Floor
                                        Salt Lake City, Utah 84111

Address for Notices:                    15 E. 100 South, 2nd Floor
                                        Salt Lake City, Utah 84111
                                        Attention:  Troy S. Akagi


US Tranche A Note Amount (5 year)       US$    9,000,000

US Tranche B Note Amount (364 day)      US$    2,520,000

Competitive Bid Note Amount             see Section 1.7 of US
Agreement

Canadian Agreement

Name of Affiliate that is Lender under Canadian Agreement:First
Security Bank, N.A.

Applicable Lending Office for Canadian Advances: 15 E. 100 South, 2nd Floor
                                                 Salt Lake City, Utah 84111


Address for Notices:                    15 E. 100 South, 2nd Floor
                                        Salt Lake City, Utah 84111

Canadian Note Amount:                   US$  3,480,000

Competitive Bid Note Amount:            see Section 1.9 of Canadian
                                        Agreement