<PAGE>   1
                                                                EXHIBIT 10.13.2





                               GUARANTY AGREEMENT



                                       by



                                 [See Annex A]



                                  in favor of



               THE CHASE MANHATTAN BANK, as Administrative Agent



                                 [See Annex A]


                                     
<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
 <S>              <C>                                                                                     <C>
                                                     ARTICLE 1

                                                   General Terms

 Section 1.1      Terms Defined Above.................................................................... 1
 Section 1.2      Certain Definitions ................................................................... 1
 Section 1.3      Credit Agreement Definitions........................................................... 2

                                                     ARTICLE 2

                                                   The Guaranty

 Section 2.1      Liabilities Guaranteed ................................................................ 2
 Section 2.2      Nature of Guaranty .................................................................... 2
 Section 2.3      Administrative Agent's Rights ......................................................... 2
 Section 2.4      Guarantor's Waivers ................................................................... 2
 Section 2.5      Maturity of Liabilities: Payment....................................................... 4
 Section 2.6      Administrative Agent's Expenses........................................................ 4
 Section 2.7      Liability.............................................................................. 4
 Section 2.8      Events and Circumstances Not Reducing or Discharging
                  Guarantor's Obligations................................................................ 4

                                                     ARTICLE 3

                                          Representations and Warranties

 Section 3.1      By Guarantor .......................................................................... 7
 Section 3.2      No Representation by Lenders........................................................... 8

                                                     ARTICLE 4

                                           Subordination of Indebtedness

 Section 4.1      Subordination of All Guarantor Claims.................................................. 8
 Section 4.2      Claims in Bankruptcy................................................................... 8
 Section 4.3      Payments Held in Trust ................................................................ 8
 Section 4.4      Liens Subordinate...................................................................... 9
 Section 4.5      Notation of Records.................................................................... 9

                                                     ARTICLE 5

                                                      Security

 Section 5.1      Grant of Security Interest............................................................. 9
 Section 5.2      Financing Statements .................................................................. 9
 Section 5.3      Remedies............................................................................... 9
 Section 5.4      Rights ................................................................................ 10

                                                     ARTICLE 6

                                                   Miscellaneous

 Section 6.1      Successors and Assigns ................................................................ 10
 Section 6.2      Notices ............................................................................... 10
 Section 6.3      Business and Financial Information .................................................... 10
 Section 6.4      Construction .......................................................................... 10
 Section 6.5      Invalidity ............................................................................ 10
 Section 6.6      Entire Agreement ...................................................................... 10
</TABLE>
<PAGE>   3



                               GUARANTY AGREEMENT


     THIS GUARANTY AGREEMENT by [See Annex A], (hereinafter called "Guarantor),
is in favor of THE CHASE MANHATTAN BANK, as Administrative Agent (the
"Administrative Agent) for the lenders (the "Lenders") that are or become
parties to the Credit Agreement defined below.

                                  WITNESSETH:

     WHEREAS, on October 31, 1996, Titan Resources, L.P., a Texas limited
partnership (hereinafter called "Company"), the Administrative Agent, First
Union National Bank of North Carolina, as Documentation Agent, Morgan Guaranty
Trust Company of New York, as Syndication Agent, and the Lenders have entered
into that certain Amended and Restated Credit Agreement (as amended by First
Amendment to Amended and Restated Credit Agreement dated of even date herewith,
and as the same may be further amended from time to time, the "Credit
Agreement"); and

     WHEREAS, one of the terms and conditions stated in the Credit Agreement
for the making of the loans described therein is the execution and delivery to
the Administrative Agent for the benefit of the Lenders of this Guaranty
Agreement;

     NOW, THEREFORE, (i) in order to comply with the terms and conditions of
the Credit Agreement, (ii) to induce the Lenders, at any time or from time to
time, to loan moneys, with or without security to or for the account of Company
in accordance with the terms of the Credit Agreement, (iii) at the special
insistence and request of the Lenders, and (iv) for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Guarantor hereby agrees as follows:

                                   ARTICLE 1

                                 General Terms

     Section 1.1 Terms Defined Above. As used in this Guaranty Agreement, the
terms "Company, "Guarantor", "Credit Agreement" and "Lenders" shall have the
meanings indicated above.

     Section 1.2 Certain Definitions. As used in this Guaranty Agreement, the
following terms shall have the following meanings, unless the context otherwise
requires:

     "Collateral" shall have the meaning indicated in Section 5.1 hereof.

     "Guarantor Claims" shall have the meaning indicated in Section 4.1 hereof.

     "Guaranty Agreement" shall mean this Guaranty Agreement, as the same may
     from time to time be amended or supplemented.

     "Liabilities" shall mean (a) any and all indebtedness, obligations and
     liabilities of the Company pursuant to the Credit Agreement, including
     without limitation, the unpaid principal of and interest on the Notes,
     including without limitation, interest accruing subsequent to the filing
     of a petition or other action concerning bankruptcy or other similar
     proceeding, and performance of all Letter of Credit Agreements executed
     from time to time by the Company under or pursuant to the Credit Agreement
     and all reimbursement obligations for drawn or undrawn portions under any
     Letter of Credit now outstanding or hereafter issued under or pursuant to
     the Credit Agreement; (b) any additional loans made by the Lenders to the
     Company; (c) payment of and performance of any and all present or future
     obligations of the Company to any Lender or any Affiliate of such Lender
     under any Hedge Agreement between the Company and any Lender or any
     Affiliate of such Lender; (d) any and all other indebtedness, obligations
     and liabilities of any kind of the Company to the Lenders, now or
     hereafter existing, arising directly between the Company and the Lenders
     or acquired outright, as a participation, conditionally or as collateral
     security from another by the Lenders, absolute or contingent, joint and/or
     several, secured or unsecured, 

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<PAGE>   4


     due or not due, arising by operation of law or otherwise, or direct or
     indirect, including indebtedness, obligations and liabilities to the
     Lenders of the Company as a member of any partnership, syndicate,
     association or other group, and whether incurred by the Company as
     principal, surety, endorser, guarantor, accommodation party or otherwise;
     and (e) all renewals, rearrangements, increases, extensions for any
     period, amendments or supplement in whole or in part of the Notes or any
     documents evidencing the above.

     Section 1.3 Credit Agreement Definitions. Unless otherwise defined herein,
all terms beginning with a capital letter which are defined in the Credit
Agreement shall have the same meanings herein as therein.

                                   ARTICLE 2

                                  The Guaranty

     Section 2.1 Liabilities Guaranteed. Guarantor hereby irrevocably and
unconditionally guarantees the prompt payment of the Liabilities when due,
whether at maturity or otherwise.

     Section 2.2 Nature of Guaranty. This Guaranty Agreement is an absolute,
irrevocable, completed and continuing guaranty of payment and not a guaranty of
collection, and no notice of the Liabilities or any extension of credit already
or hereafter contracted by or extended to Company need be given to Guarantor.
This Guaranty Agreement may not be revoked by Guarantor and shall continue to
be effective with respect to debt under the Liabilities arising or created
after any attempted revocation by Guarantor and shall remain in full force and
effect until the Liabilities are paid in full and the Commitments are
terminated, notwithstanding that from time to time prior thereto no Liabilities
may be outstanding. Company and the Lenders may modify, alter, rearrange,
extend for any period and/or renew from time to time, the Liabilities, and the
Lenders may waive any Default or Events of Default without notice to the
Guarantor and in such event Guarantor will remain fully bound hereunder on the
Liabilities. This Guaranty Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of the Liabilities
is rescinded or must otherwise be returned by any of the Lenders upon the
insolvency, bankruptcy or reorganization of Company or otherwise, all as though
such payment had not been made. This Guaranty Agreement may be enforced by the
Administrative Agent and any subsequent holder of any of the Liabilities and
shall not be discharged by the assignment or negotiation of all or part of the
Liabilities. Guarantor hereby expressly waives presentment, demand, notice of
nonpayment, protest and notice of protest and dishonor, notice of Default or
Event of Default, notice of intent to accelerate the maturity and notice of
acceleration of the maturity and any other notice in connection with the
Liabilities, and also notice of acceptance of this Guaranty Agreement,
acceptance on the part of the Lenders being conclusively presumed by the
Lenders' request for this Guaranty Agreement and delivery of the same to the
Administrative Agent.

     Section 2.3 Administrative Agent's Rights. Guarantor authorizes the
Administrative Agent, without notice or demand and without affecting
Guarantor's liability hereunder, to take and hold security for the payment of
this Guaranty Agreement and/or the Liabilities, and exchange, enforce, waive
and release any such security; and to apply such security and direct the order
or manner of sale thereof as the Administrative Agent in its discretion may
determine; and to obtain a guaranty of the Liabilities from any one or more
Persons and at any time or times to enforce, waive, rearrange, modify, limit or
release any of such other Persons from their obligations under such guaranties.

     Section 2.4 Guarantor's Waivers.

          (a) General. Guarantor waives any right to require any of the Lenders
     to (i) proceed against Company or any other person liable on the
     Liabilities, (ii) enforce any of their rights against any other guarantor
     of the Liabilities (iii) proceed or enforce any of their rights against or
     exhaust any security given to secure the Liabilities (iv) have Company
     joined with Guarantor in any suit arising out of this Guaranty Agreement
     and/or the Liabilities, or (v) pursue any other remedy in the Lenders'
     powers whatsoever. The Lenders shall not be required to mitigate damages
     or take any action to reduce, collect or enforce the Liabilities.
     Guarantor waives any defense arising by reason of any disability, lack of
     corporate authority or power, or other defense of Company or any other
     guarantor of the Liabilities, and shall remain liable hereon 


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<PAGE>   5

     regardless of whether Company or any other guarantor be found not liable
     thereon for any reason. Whether and when to exercise any of the remedies
     of the Lenders under any of the Financing Documents shall be in the sole
     and absolute discretion of the Administrative Agent, and no delay by the
     Administrative Agent in enforcing any remedy, including delay in
     conducting a foreclosure sale, shall be a defense to the Guarantor's
     liability under this Guaranty Agreement. To the extent allowed by
     applicable law, the Guarantor hereby waives any good faith duty on the
     part of the Administrative Agent in exercising any remedies provided in
     the Financing Documents.

          (b) Subrogation. Until the Liabilities have been paid in full, the
     Guarantor waives all rights of subrogation or reimbursement against the
     Company, whether arising by contract or operation of law (including,
     without limitation, any such right arising under any federal or state
     bankruptcy or insolvency laws) and waives any right to enforce any remedy
     which the Lenders now have or may hereafter have against the Company, and
     waives any benefit or any right to participate in any security now or
     hereafter held by the Administrative Agent or any Lender. The Guarantor
     further agrees for the benefit of each of its creditors (including,
     without limitation, the Lenders) that any such payment by the Guarantor
     shall constitute a contribution of capital by the Guarantor to the
     Company.

     Section 2.5 Maturity of Liabilities: Payment. Guarantor agrees that if the
maturity of any of the Liabilities is accelerated by bankruptcy or otherwise,
such maturity shall also be deemed accelerated for the purpose of this Guaranty
Agreement without demand or notice to Guarantor. Guarantor will, forthwith upon
notice from the Administrative Agent, pay to the Administrative Agent the
amount due and unpaid by Company and guaranteed hereby. The failure of the
Administrative Agent to give this notice shall not in any way release Guarantor
hereunder.

     Section 2.6 Administrative Agent's Expenses. If Guarantor fails to pay the
Liabilities after notice from the Administrative Agent of Company's failure to
pay any Liabilities at maturity, and if the Administrative Agent obtains the
services of an attorney for collection of amounts owing by Guarantor hereunder,
or obtaining advice of counsel in respect of any of their rights under this
Guaranty Agreement, or if suit is filed to enforce this Guaranty Agreement, or
if proceedings are had in any bankruptcy, probate, receivership or other
judicial proceedings for the establishment or collection of any amount owing by
Guarantor hereunder, or if any amount owing by Guarantor hereunder is collected
through such proceedings, Guarantor agrees to pay to the Administrative Agent
the Administrative Agent's reasonable attorneys' fees.

     Section 2.7 Liability. It is expressly agreed that the liability of the
Guarantor for the payment of the Liabilities guaranteed hereby shall be primary
and not secondary.

     Section 2.8 Events and Circumstances Not Reducing or Discharging
Guarantor's Obligations. Guarantor hereby consents and agrees to each of the
following to the fullest extent permitted by law, and agrees that Guarantor's
obligations under this Guaranty Agreement shall not be released, diminished,
impaired, reduced or adversely affected by any of the following, and waives any
rights (including without limitation rights to notice) which Guarantor might
otherwise have as a result of or in connection with any of the following:

          (a) Modifications, etc. Any renewal, extension, modification,
     increase, decrease, alteration or rearrangement of all or any part of the
     Liabilities, or of the Notes, or the Credit Agreement or any instrument
     executed in connection therewith, or any contract or understanding between
     Company and any of the Lenders, or any other Person, pertaining to the
     Liabilities;

          (b) Adjustment, etc. Any adjustment, indulgence, forbearance or
     compromise that might be granted or given by any of the Lenders to Company
     or Guarantor or any Person liable on the Liabilities;

          (c) Condition of Company or Guarantor. The insolvency, bankruptcy
     arrangement, adjustment, composition, liquidation, disability,
     dissolution, death or lack of power of Company or Guarantor or any other
     Person at any time liable for the payment of all or part of the
     Liabilities; or any dissolution of Company or Guarantor, or any sale,
     lease or transfer of any or all of the assets of Company or Guarantor, or
     any changes in the shareholders, partners, or members of Company or
     Guarantor; or any reorganization of Company or Guarantor;




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<PAGE>   6

          (d) Invalidity of Liabilities. The invalidity, illegality or
     unenforceability of all or any part of the Liabilities, or any document or
     agreement executed in connection with the Liabilities, for any reason
     whatsoever, including without limitation the fact that the Liabilities, or
     any part thereof, exceed the amount permitted by law, the act of creating
     the Liabilities or any part thereof is ultra vires, the officers or
     representatives executing the documents or otherwise creating the
     Liabilities acted in excess of their authority, the Liabilities violate
     applicable usury laws, the Company has valid defenses, claims or offsets
     (whether at law, in equity or by agreement) which render the Liabilities
     wholly or partially uncollectible from Company, the creation, performance
     or repayment of the Liabilities (or the execution, delivery and
     performance of any document or instrument representing part of the
     Liabilities or executed in connection with the Liabilities, or given to
     secure the repayment of the Liabilities) is illegal, uncollectible,
     legally impossible or unenforceable, or the Credit Agreement or other
     documents or instruments pertaining to the Liabilities have been forged or
     otherwise are irregular or not genuine or authentic;

          (e) Release of Obligors. Any full or partial release of the liability
     of Company on the Liabilities or any part thereof, of any co-guarantors,
     or any other Person now or hereafter liable, whether directly or
     indirectly, jointly, severally, or jointly and severally, to pay, perform,
     guarantee or assure the payment of the Liabilities or any part thereof, it
     being recognized, acknowledged and agreed by Guarantor that Guarantor may
     be required to pay the Liabilities in full without assistance or support
     of any other Person, and Guarantor has not been induced to enter into this
     Guaranty Agreement on the basis of a contemplation, belief, understanding
     or agreement that other parties other than the Company will be liable to
     perform the Liabilities, or the Lenders will look to other parties to
     perform the Liabilities.

          (f) Other Security. The taking or accepting of any other security,
     collateral or guaranty, or other assurance of payment, for all or any part
     of the Liabilities;

          (g) Release of Collateral. etc. Any release, surrender, exchange,
     subordination, deterioration, waste, loss or impairment (including without
     limitation negligent, willful, unreasonable or unjustifiable impairment)
     of any collateral, property or security, at any time existing in
     connection with, or assuring or securing payment of, all or any part of
     the Liabilities;

          (h) Care and Diligence. The failure of the Lenders or any other
     Person to exercise diligence or reasonable care in the preservation,
     protection, enforcement, sale or other handling or treatment of all or any
     part of such collateral, property or security;

          (i) Status of Liens. The fact that any collateral, security, security
     interest or lien contemplated or intended to be given, created or granted
     as security for the repayment of the Liabilities shall not be properly
     perfected or created, or shall prove to be unenforceable or subordinate to
     any other security interest or lien, it being recognized and agreed by
     Guarantor that Guarantor is not entering into this Guaranty Agreement in
     reliance on, or in contemplation of the benefits of, the validity,
     enforceability, collectibility or value of any of the collateral for the
     Liabilities;

          (j) Payments Rescinded. Any payment by Company to the Lenders is held
     to constitute a preference under the bankruptcy laws, or for any reason
     the Lenders are required to refund such payment or pay such amount to
     Company or someone else; or

          (k) Other Actions Taken or Omitted. Any other action taken or omitted
     to be taken with respect to the Credit Agreement, the Liabilities, or the
     security and collateral therefor, whether or not such action or omission
     prejudices Guarantor or increases the likelihood that Guarantor will be
     required to pay the Liabilities pursuant to the terms hereof; it being the
     unambiguous and unequivocal intention of Guarantor that Guarantor shall be
     obligated to pay the Liabilities when due, notwithstanding any occurrence,
     circumstance, event, action, or omission whatsoever, whether contemplated
     or uncontemplated, and whether or not otherwise or particularly described
     herein, except for the full and final payment and satisfaction of the
     Liabilities.



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<PAGE>   7

                                   ARTICLE 3

                         Representations and Warranties

     Section 3.1 Guarantor. In order to induce the Lenders to accept this
Guaranty Agreement, Guarantor represents and warrants to the Lenders (which
representations and warranties will survive the creation of the Liabilities and
any extension of credit thereunder) that:

          (a) Benefit to Guarantor. Guarantor's guaranty pursuant to this
     Guaranty Agreement reasonably may be expected to benefit, directly or
     indirectly, Guarantor.

          (b) Corporate Existence. Guarantor is a corporation duly organized,
     legally existing and in good standing under the laws of the State of
     Delaware and is duly qualified as a foreign corporation in all
     jurisdictions wherein the property owned or the business transacted by it
     makes such qualification necessary.

          (c) Corporate Power and Authorization. Guarantor is duly authorized
     and empowered to execute, deliver and perform this Guaranty Agreement and
     all corporate action on Guarantor's part requisite for the due execution,
     delivery and performance of this Guaranty Agreement has been duly and
     effectively taken.

          (d) Binding Obligations. This Guaranty Agreement constitutes valid
     and binding obligations of Guarantor, enforceable in accordance with its
     terms (except that enforcement may be subject to any applicable
     bankruptcy, insolvency or similar laws generally affecting the enforcement
     of creditors' rights).

          (e) No Legal Bar or Resultant Lien. This Guaranty Agreement will not
     violate any provisions of Guarantor's articles or certificate of
     incorporation, bylaws, or any contract, agreement, law, regulation, order,
     injunction, judgment, decree or writ to which Guarantor is subject, or
     result in the creation or imposition of any Lien upon any Properties of
     Guarantor.

          (f) No Consent. Guarantor's execution, delivery and performance of
     this Guaranty Agreement does not require the consent or approval of any
     other Person, including without limitation any regulatory authority or
     governmental body of the United States or any state thereof or any
     political subdivision of the United States or any state thereof.

          (g) Solvency. The Guarantor hereby represents that (i) it is not
     insolvent as of the date hereof and will not be rendered insolvent as a
     result of this Guaranty Agreement, (ii) it is not engaged in business or a
     transaction, or about to engage in a business or a transaction, for which
     any property or assets remaining with such Guarantor is unreasonably small
     capital, and (iii) it does not intend to incur, or believe it will incur,
     debts that will be beyond its ability to pay as such debts mature.

     Section 3.2 No Representation by Lenders. Neither the Lenders nor any
other Person has made any representation, warranty or statement to the
Guarantor in order to induce the Guarantor to execute this Guaranty Agreement.

                                   ARTICLE 4

                         Subordination of Indebtedness

     Section 4.1 Subordination of All Guarantor Claims. As used herein, the
term "Guarantor Claims" shall mean all debts and liabilities of Company to
Guarantor, whether such debts and liabilities now exist or are hereafter
incurred or arise, or whether the obligation of Company thereon be direct,
contingent, primary, secondary, several, joint and several, or otherwise, and
irrespective of whether such debts or liabilities be evidenced by note,
contract, open account, or otherwise, and irrespective of the person or persons
in whose favor such debts or liabilities may, at their inception, have been, or
may hereafter be created, or the manner in which they have been or may
hereafter be acquired by Guarantor. The Guarantor Claims shall include without
limitation all rights and claims of Guarantor 


                                       5

<PAGE>   8

against Company arising as a result of subrogation or otherwise as a result of
Guarantor's payment of all or a portion of the Liabilities. During the
continuance of any Default, Guarantor shall not receive or collect, directly or
indirectly, from Company or any other party any amount upon the Guarantor
Claims.

     Section 4.2 Claims in Bankruptcy. In the event of receivership,
bankruptcy, reorganization, arrangement, debtor's relief, or other insolvency
proceedings involving Company as debtor, the Lenders shall have the right to
prove their claim in any proceeding, so as to establish their rights hereunder
and receive directly from the receiver, trustee or other court custodian,
dividends and payments which would otherwise be payable upon Guarantor Claims.
Guarantor hereby assigns such dividends and payments to the Lenders. Should the
Administrative Agent or any Lender receive, for application upon the
Liabilities, any such dividend or payment which is otherwise payable to
Guarantor, and which, as between Company and Guarantor, shall constitute a
credit upon the Guarantor Claims, then upon payment in full of the Liabilities,
Guarantor shall become subrogated to the rights of the Lenders to the extent
that such payments to the Lenders on the Guarantor Claims have contributed
toward the liquidation of the Liabilities, and such subrogation shall be with
respect to that portion of the Liabilities which would have been unpaid if the
Administrative Agent or a Lender had not received dividends or payments upon
the Guarantor Claims.

     Section 4.3 Payments Held in Trust. In the event that notwithstanding
Sections 4.1 and 4.2 above, Guarantor should receive any funds, payments,
claims or distributions which is prohibited by such Sections, Guarantor agrees
to hold in trust for the Lenders an amount equal to the amount of all funds,
payments, claims or distributions so received, and agrees that it shall have
absolutely no dominion over the amount of such funds, payments, claims or
distributions except to pay them promptly to the Administrative Agent, and
Guarantor covenants promptly to pay the same to the Administrative Agent.

     Section 4.4 Liens Subordinate. Guarantor agrees that any liens, security
interests, judgment liens, charges or other encumbrances upon Company's assets
securing payment of the Guarantor Claims shall be and remain inferior and
subordinate to any liens, security interests, judgment liens, charges or other
encumbrances upon Company's assets securing payment of the Liabilities,
regardless of whether such encumbrances in favor of Guarantor, the
Administrative Agent or the Lenders presently exist or are hereafter created or
attach. Without the prior written consent of the Lenders, Guarantor shall not
(a) exercise or enforce any creditor's right it may have against the Company,
or (b) foreclose, repossess, sequester or otherwise take steps or institute any
action or proceeding judicial or otherwise, including without limitation the
commencement of or joinder in any liquidation, bankruptcy, rearrangement,
debtor's relief or insolvency proceeding) to enforce any lien, mortgages, deeds
of trust, security interest, collateral rights, judgments or other encumbrances
on assets of Company held by Guarantor.

     Section 4.5 Notation of Records. All promissory notes, or other
instruments evidencing the Guarantor Claims accepted by or held by Guarantor
shall contain a specific written notice thereon that the indebtedness evidenced
thereby is subordinated under the terms of this Guaranty Agreement.

                                   ARTICLE 5

                                    Security

     Section 5.1 Grant of Security Interest. As security for Guarantor's
obligations hereunder, Guarantor hereby grants to the Administrative Agent for
the benefit of the Lenders a security interest in, a general lien upon and/or
right of set-off against all of Guarantor's right, title and interest in and to
the following (herein referred to as the "Collateral"): the balance of every
deposit account, now or hereafter existing, of Guarantor with any Lender and
any other claim of Guarantor against the Lenders, now or hereafter existing,
and all money, instruments, securities, documents, chattel paper, credits,
claims, demands and any other property, rights and interest of Guarantor, which
at any time shall come into the possession or custody or under the control of
the Lenders or any of its agents or affiliates, for any purpose, and shall
include the Collateral in transit to or set apart for them.

     Section 5.2 Financing Statements. The right is expressly granted to the
Administrative Agent, at its discretion, to file one or more financing
statements or a copy of this Guaranty Agreement under the Uniform Commercial
Code naming Guarantor as Debtor and the Administrative Agent as Secured Party
and indicating therein the types or describing the items of Collateral.


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<PAGE>   9


     Section 5.3 Remedies. In the event of default under this Guaranty
Agreement, the Administrative Agent may sell or cause to be sold, in one or
more sales or parcels, at such price as the Administrative Agent may deem best,
and for cash or on credit or for future delivery, without assumption of any
credit risk, all or any of the Collateral at any broker's board or at public or
private sale, without demand or performance or notice of intention to sell or
of time or place of sale (except such notice as is required by applicable
statute and cannot be waived), and any Lender or anyone else may be the
purchaser of any or all of the Collateral so sold and thereafter hold the same
absolutely, free from any claim or right of whatsoever kind, including any
equity of redemption of Guarantor, any such demand, notice or right and equity
being hereby expressly waived and released.

          Section 5.4 Rights. The grant of the above security interest and lien
shall not in anywise limit or be construed as limiting the Lenders to collect
payment of Guarantor's obligations hereunder only out of the Collateral, but it
is expressly understood and provided that all such obligations shall constitute
the absolute and unconditional obligations of Guarantor. The Lenders shall not
be required to take any steps necessary to preserve any rights against prior
parties to any of the Collateral.

                                   ARTICLE 6

                                 Miscellaneous

     Section 6.1 Successors and Assigns. This Guaranty Agreement is and shall
be in every particular available to the successors and assigns of the Lenders
and is and shall always be fully binding upon the legal representatives, heirs,
successors and assigns of Guarantor, notwithstanding that some or all of the
moneys, the repayment of which this Guaranty Agreement applies, may be actually
advanced after any bankruptcy, receivership, reorganization, death, disability
or other event affecting Guarantor.

     Section 6.2 Notices. Any notice or demand to Guarantor under or in
connection with this Guaranty Agreement may be given and shall conclusively be
deemed and considered to have been given and received in accordance with
Section 8.01 of the Credit Agreement, addressed to Guarantor at the address on
the signature page hereof or at such other address provided to the
Administrative Agent in writing.

     Section 6.3 Business and Financial Information. The Guarantor will
promptly furnish to the Administrative Agent and the Lenders from time to time
upon request such information regarding the business and affairs and financial
condition of the Guarantor and its subsidiaries as the Administrative Agent and
the Lenders may reasonably request.

     Section 6.4 Construction. This Guaranty Agreement is a contract made under
and shall be construed in accordance with and governed by the laws of the State
of New York.

     Section 6.5 Invalidity. In the event that any one or more of the
provisions contained in this Guaranty Agreement shall, for any reason, be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision of this Guaranty
Agreement.

     Section 6.6 Entire Agreement. THIS WRITTEN GUARANTY AGREEMENT EMBODIES
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE LENDERS AND THE GUARANTOR
AND SUPERSEDES ALL OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES
RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF. THIS WRITTEN GUARANTY
AGREEMENT REPRESENTS 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.

WITNESS THE EXECUTION HEREOF, as of the (See Annex A).




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<PAGE>   10
[See Annex A.]

By: /s/ Jack Hightower
   -------------------------------------
    Name:  Jack Hightower
    Title:  President

Address:     500 West Texas, Suite 500
             Midland, Texas 79710

Telephone No.:  915/682-6612
Telecopier No.: 915/687-3863











ANNEX A

<TABLE>
<CAPTION>
Name of Guarantor                               Date Executed
-----------------                               -------------
<S>                                             <C>    
Titan Exploration, Inc.                         October 31,1997
Titan Resources I, Inc.                         October 31, 1997
Titan Resources Holding, Inc.                   May 12, 1997
</TABLE>





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