CONFORMED COPY


                        CREDIT AGREEMENT
                                
                                
                           dated as of
                                
                                
                        October 17, 1997
                                
                                
                              among
                                
                                
                      ORYX ENERGY COMPANY,
                           as Borrower
                                
                                
                    The Lenders Party Hereto,
                                
                                
                   NATIONSBANK OF TEXAS, N.A.,
                     as Administrative Agent
                                
            NATIONSBANC MONTGOMERY SECURITIES, INC.,
                           as Arranger
                                
                     CHASE SECURITIES INC.,
                      as Syndication Agent
                                
                               and
                                
                       BARCLAYS BANK PLC,
                     as Documentation Agent
                                
                                
   $500,000,000 REVOLVING CREDIT AND COMPETITIVE BID FACILITY
<PAGE>


                       TABLE OF CONTENTS

                                                             Page


                          ARTICLE I

                          Definitions                           1
          SECTION 1.01.  Defined Terms                          1
          SECTION 1.02.  Classification of Loans and
                         Borrowings                            17
          SECTION 1.03.  Terms Generally                       17
          SECTION 1.04.  Accounting Terms; GAAP                17

                           ARTICLE II

                          The Credits                          17
          SECTION 2.01.  Commitments                           18
          SECTION 2.02.  Loans and Borrowings                  18
          SECTION 2.03.  Requests for Revolving Borrowings     19
          SECTION 2.04.  Competitive Bid Procedure             19
          SECTION 2.05.  Swingline Loans                       22
          SECTION 2.06.  Letters of Credit                     23
          SECTION 2.07.  Funding of Borrowings                 29
          SECTION 2.08.  Interest Elections                    29
          SECTION 2.09.  Termination and Reduction of
                         Commitments                           31
          SECTION 2.10.  Repayment of Loans; Evidence of
                         Debt                                  31
          SECTION 2.11.  Prepayment of Loans                   32
          SECTION 2.12.  Fees                                  33
          SECTION 2.13.  Interest                              34
          SECTION 2.14.  Alternate Rate of Interest            35
          SECTION 2.15.  Increased Costs                       35
          SECTION 2.16.  Break Funding Payments                37
          SECTION 2.17.  Taxes                                 38
          SECTION 2.18.  Payments Generally; Pro Rata
                         Treatment; Sharing of Set-offs        38
          SECTION 2.19.  Mitigation Obligations; Replacement
                         of Lenders                            40
          SECTION 2.20.  Commitment Increases                  41

                          ARTICLE III

                            Representations and Warranties     43
          SECTION 3.01.  Corporate Status                      43
          SECTION 3.02.  Corporate Power and Authority         43
          SECTION 3.03.  No Violation                          43

          
                             i
<PAGE>
          SECTION 3.04.  Litigation                            43
          SECTION 3.05.  Financial Statements                  44
          SECTION 3.06.  Governmental Approvals                44
          SECTION 3.07.  Use of Proceeds; Regulation U         44
          SECTION 3.08.  Investment Company Act                44
          SECTION 3.09.  Public Utility Holding Company Act    45
          SECTION 3.10.  True and Complete Disclosure          45
          SECTION 3.11.  No Default                            45
          SECTION 3.12.  Ownership of Property                 45
          SECTION 3.13.  ERISA                                 45
          SECTION 3.14.  Continuing Letters of Credit          45

                           ARTICLE IV

                           Conditions                          46
          SECTION 4.01.  Effective Date                        46
          SECTION 4.02.  Each Credit Event                     47

                           ARTICLE V

                           Affirmative Covenants               48
          SECTION 5.01.  Financial Statements and Other
                         Information                           48
          SECTION 5.02.  Notices of Material Events            49
          SECTION 5.03.  Existence; Conduct of Business        49
          SECTION 5.04.  Payment of Obligations                49
          SECTION 5.05.  Maintenance of Properties;
                         Insurance                             50
          SECTION 5.06.  Compliance with Laws                  50

                           ARTICLE VI

                       Negative Covenants                      50
          SECTION 6.01.  Indebtedness of Subsidiaries          50
          SECTION 6.02.  Financial Covenants                   50
          SECTION 6.03.  Liens                                 51
          SECTION 6.04.  Fundamental Changes                   51
          SECTION 6.05.  Limitation on Affiliate
          Transactions                                         51
          SECTION 6.06.  Energy Partners and SOLP              52
          SECTION 6.07.  Restrictions Affecting Subsidiaries   52
          SECTION 6.08.  Limitation on Sales and Leasebacks    52

                         ARTICLE VII

                       Events of Default                       52

                             ii
<PAGE>

                       ARTICLE VIII

                                 The Administrative Agent      55
          SECTION 8.01.  Appointment, Powers, and Immunities   55
          SECTION 8.02.  Reliance by Administrative Agent      56
          SECTION 8.03.  Defaults                              56
          SECTION 8.04.  Rights as Lender                      56
          SECTION 8.05.  Indemnification                       57
          SECTION 8.06.  Non-Reliance on Administrative
                         Agent and Other Lenders               57
          SECTION 8.07.  Resignation of Administrative Agent   57
          SECTION 8.08.  Agents and Co-Agents                  58

                              ARTICLE IX

                                Miscellaneous                  58
          SECTION 9.01.  Notices                               58
          SECTION 9.02.  Waivers; Amendments                   59
          SECTION 9.03.  Expenses; Indemnity                   60
          SECTION 9.04.  Successors and Assigns                61
          SECTION 9.05.  Survival                              63
          SECTION 9.06.  Counterparts; Integration;
                         Effectiveness                         63
          SECTION 9.07.  Severability                          63
          SECTION 9.08.  Right of Setoff                       64
          SECTION 9.09.  GOVERNING LAW; SUBMISSION TO
                         JURISDICTION; VENUE                   64
          SECTION 9.10.  WAIVER OF JURY TRIAL                  66
          SECTION 9.11.  Headings                              66
          SECTION 9.12.  Confidentiality                       66
          SECTION 9.13.  Interest                              67
          SECTION 9.14.  Existing Credit Agreement             68
          SECTION 9.15.  Judgment in a Currency Other Than
                         Dollars                               69


SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.01 -- Subsidiaries
Schedule 3.14 -- Continuing Letters of Credit

EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance
Exhibit B-1 -- Form of Opinion of Cravath, Swaine & Moore
Exhibit B-2 -- Form of Opinion of William C. Lemmer

                                iii
<PAGE>
Exhibit C -- Form of New Lender Supplement
Exhibit D -- Form of Commitment Increase Supplement

                                iv
<PAGE>
           CREDIT  AGREEMENT, dated as of October 17, 1997  (this
"Agreement"),  among ORYX ENERGY COMPANY, a Delaware  corporation
(the  "Borrower"), the LENDERS party hereto (each a "Lender" and,
collectively, the "Lenders"), NATIONSBANC MONTGOMERY  SECURITIES,
INC.,  as  Arranger (the "Arranger"), CHASE SECURITIES  INC.,  as
Syndication Agent (the "Syndication Agent"), BARCLAYS  BANK  PLC,
as  Documentation  Agent  (the  "Documentation  Agent",  and  the
Arranger,    Syndication   Agent   and    Documentation    Agent,
collectively,  the "Agents") and NATIONSBANK OF TEXAS,  N.A.,  as
Administrative  Agent  (in  such  capacity,  the  "Administrative
Agent").

                   W I T N E S S E T H :

           WHEREAS,  subject to and upon the terms and conditions
herein  set  forth, the Lenders are willing to make available  to
the  Borrower the credit facility provided for herein to meet the
Borrower's  financing needs as of the date of this  Agreement  by
providing  a  revolving  credit  commitment  in  the  amount   of
$500,000,000 (the "Credit Facility");

            WHEREAS,   the  Borrower,  certain  of  the   Lenders
("Original Lenders") and the Administrative Agent are parties  to
that certain Revolving Credit Agreement dated as of  June 1, 1995
(as  amended  to  the  Effective Date (as  defined  herein),  the
"Existing  Credit Agreement"), and certain of the  Lenders  ("New
Lenders") are not parties to the Existing Credit Agreement;

           WHEREAS, the New Lenders have agreed, subject  to  the
terms  and  conditions  contained  herein,  to  enter  into  this
Agreement  to make available to the Borrower the credit  facility
provided for herein; and

           WHEREAS, the Original Lenders have agreed, subject  to
the  terms  and conditions herein (which are different  from  the
terms  and conditions of the Existing Credit Agreement), to  make
available  to  the  Borrower  the credit  facility  provided  for
herein;

           NOW,  THEREFORE, in consideration of the premises  and
the  mutual  covenants  herein contained,  the  parties  to  this
Agreement hereby agree as follows:



                         ARTICLE I

                        Definitions

            SECTION   .01.   Defined  Terms.   As  used  in  this
Agreement, the following terms have the meanings specified below:
<PAGE>
<PAGE>                                                          2
                                                                 
           "Absolute Rate" means, with respect to any Competitive
Loan  (other than a Eurodollar Competitive Loan), the fixed  rate
of  interest  per  annum  specified by  the  Lender  making  such
Competitive Loan in its related Competitive Bid.

           "Absolute Rate Loan" means a Competitive Loan  bearing
interest at an Absolute Rate.

           "Adjusted  LIBO  Rate"  means,  with  respect  to  any
Eurodollar  Borrowing for any Interest Period, an  interest  rate
per  annum (rounded upwards, if necessary, to the next  1/100  of
1%)  equal  to  (a)  the  LIBO  Rate  for  such  Interest  Period
multiplied by (b) the Statutory Reserve Rate.

           "Administrative  Agent" means  NationsBank  of  Texas,
N.A.,  in  its capacity as administrative agent for  the  Lenders
hereunder.

           "Affiliate"  of any Person shall mean (a)  any  Person
(other  than  a  Subsidiary  of such Person)  that,  directly  or
indirectly,  is  in control of, is controlled  by,  or  is  under
common  control  with, such Person or (b) any  Person  who  is  a
director  or  officer of (i) such Person, (ii) any Subsidiary  of
such  Person or (iii) any Person described in clause  (a)  above.
For  purposes of this definition, control of a Person shall  mean
the  power, direct or indirect, to direct or cause the  direction
of the management and policies of such Person whether by contract
or otherwise.

           "Alternate Currency" shall mean the lawful currency of
the United Kingdom.

           "Alternate Currency Letter of Credit" shall  have  the
meaning set forth in Section 2.06(k).

           "Applicable  Percentage" means, with  respect  to  any
Lender,  the  percentage of the total Commitments represented  by
such Lender's Commitment.  If the Commitments have terminated  or
expired,  the  Applicable Percentages shall be  determined  based
upon  the  Commitments most recently in effect, giving effect  to
any assignments.

           "Applicable Period" shall mean (i) in the  case  of  a
judgment  entered by a U.S. Federal or state court, 60  days  and
(ii)  in  the case of a judgment entered by any other  court,  90
days.

           "Applicable Rate" means, for any day, with respect  to
any  Base Rate Loan or Eurodollar Revolving Loan, or with respect
to the commitment fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption "Base
Rate  Spread", "Eurodollar Spread" or "Commitment Fee  Rate",  as
the  case  may  be,  based upon the ratings by Moody's  and  S&P,
respectively, applicable on such date to the Index Debt:
<PAGE>
<PAGE>                                                       3


                    Base Rate      Eurodollar     Commitment
Index Debt Ratings:   Spread         Spread          Fee
                                                     Rate
Category 1
>BBB+ or Baa1          0.0%         0.2500%        0.0900%

Category 2
> BBB or Baa2          0.0%         0.3250%        0.1200%

Category 3
> BBB- or Baa3         0.0%         0.4500%        0.1350%

Category 4
> BB+ or Ba1           0.0%         0.5500%        0.1750%

Category 5
< BB+ or Ba1           0.0%         0.7500%        0.2500%

          For purposes of the foregoing, (i) if either Moody's or
S&P  shall not have in effect a rating for the Index Debt  (other
than  by  reason  of the circumstances referred to  in  the  last
sentence  of this definition), then such rating agency  shall  be
deemed  to have established a rating in Category 5; (ii)  if  the
ratings established or deemed to have been established by Moody's
and   S&P   for  the  Index  Debt  shall  fall  within  different
Categories, the Applicable Rate shall be based on the  higher  of
the  two  ratings unless one of the two ratings is  two  or  more
Categories  lower  than the other, in which case  the  Applicable
Rate  shall be determined by reference to the Category next below
that  of  the higher of the two ratings; and (iii) if the ratings
established or deemed to have been established by Moody's and S&P
for the Index Debt shall be changed (other than as a result of  a
change in the rating system of Moody's or S&P), such change shall
be effective as of the date on which it is first announced by the
applicable  rating  agency.  Each change in the  Applicable  Rate
shall apply during the period commencing on the effective date of
such  change  and  ending on the date immediately  preceding  the
effective date of the next such change.  If the rating system  of
Moody's  or  S&P  shall change, or if either such  rating  agency
shall  cease  to  be  in  the business of rating  corporate  debt
obligations, the Borrower and the Lenders shall negotiate in good
faith  to  amend  this definition to reflect such changed  rating
system  or the unavailability of ratings from such rating  agency
and,  pending  the  effectiveness  of  any  such  amendment,  the
Applicable  Rate shall be determined by reference to  the  rating
most recently in effect prior to such change or cessation.

              "Assignment and Acceptance" means an assignment and
acceptance entered into by a Lender and an assignee (with the
consent of any party whose
<PAGE>
                                                                 
<PAGE>                                                        4
                                                                 
consent  is  required  by  Section 9.04),  and  accepted  by  the
Administrative Agent, in the form of Exhibit A or any other  form
approved by the Administrative Agent.
                                                                 
            "Availability  Period"  means  the  period  from  and
including the Effective Date to but excluding the earlier of  the
Maturity Date and the date of termination of the Commitments.

           "Base  Rate"  means, for any day, the rate  per  annum
equal  to  the higher of (a) the Federal Funds Rate for such  day
plus  one-half  of one percent (.5%) and (b) the Prime  Rate  for
such  day.   Any change in the Base Rate due to a change  in  the
Prime  Rate or the Federal Funds Rate shall be effective  on  the
effective date of such change in the Prime Rate or Federal  Funds
Rate.   "Base  Rate",  when  used in reference  to  any  Loan  or
Borrowing,  refers to whether such Loan, or the Loans  comprising
such  Borrowing,  are bearing interest at a  rate  determined  by
reference to the Base Rate.

           "Board"  means the Board of Governors of  the  Federal
Reserve System of the United States of America.

           "Borrower"  means  Oryx  Energy  Company,  a  Delaware
corporation.

          "Borrowing" means (a) Revolving Loans of the same Type,
made, converted or continued on the same date and, in the case of
Eurodollar  Loans,  as to which a single Interest  Period  is  in
effect,  (b) a Competitive Loan or group of Competitive Loans  of
the  same  Type  made on the same date and as to which  a  single
Interest Period is in effect or (c) a Swingline Loan.

          "Borrowing Request" means a request by the Borrower for
a Revolving Borrowing in accordance with Section 2.03.

           "Business  Day" means any day that is not a  Saturday,
Sunday or other day on which commercial banks in New York City or
in the State of Texas are authorized or required by law to remain
closed;  provided that, when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which
banks  are not open for dealings in dollar deposits in the London
interbank market.

           "Cash Exploration Expenses" means, for any period, the
aggregate  amount  of  (a) costs for geological  and  geophysical
studies  and  associated activities, (b) administrative  expenses
associated  with  exploration activities and  (c)  lease  rentals
payable  by  the  Borrower and its Subsidiaries for  such  period
accrued  in  connection  with  the  search  for  oil  and/or  gas
reserves.

          "Change in Law" means (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in
any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date
of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.15(b), by any
<PAGE>
<PAGE>                                                       5

lending  office of such Lender or by such Lender's or the Issuing
Bank's  holding company, if any) with any request,  guideline  or
directive  (whether  or  not having the  force  of  law)  of  any
Governmental  Authority made or issued after  the  date  of  this
Agreement.
                                                                 
           "Class",  when  used  in  reference  to  any  Loan  or
Borrowing,  refers to whether such Loan, or the Loans  comprising
such  Borrowing,  are  Revolving  Loans,  Competitive  Loans   or
Swingline Loans.

           "Code"  means the Internal Revenue Code  of  1986,  as
amended from time to time.

           "Commitment" means, with respect to each  Lender,  the
commitment of such Lender to make Revolving Loans and to  acquire
participations   in  Letters  of  Credit  and   Swingline   Loans
hereunder,   expressed  as  an amount  representing  the  maximum
aggregate  amount  of  such  Lender's Revolving  Credit  Exposure
hereunder,  as such commitment may be (a) reduced  from  time  to
time pursuant to Section 2.09, (b) reduced or increased from time
to  time pursuant to assignments by or to such Lender pursuant to
Section  9.04  or  (c) increased from time to  time  pursuant  to
Section 2.20.  The initial amount of each Lender's Commitment  is
set  forth  on Schedule 2.01, or in the Assignment and Acceptance
pursuant  to which such Lender shall have assumed its Commitment,
as applicable.

           "Competitive Bid" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

           "Competitive  Bid  Rate" means, with  respect  to  any
Competitive  Bid, the Margin or the Absolute Rate, as applicable,
offered by the Lender making such Competitive Bid.

           "Competitive  Bid  Request" means  a  request  by  the
Borrower for Competitive Bids in accordance with Section 2.04.

           "Competitive  Loan"  means a  Loan  made  pursuant  to
Section 2.04.

          "Consolidated Debt" shall mean, as of any date, the sum
of  the  amounts  that  would be included as  long-term  debt  or
current portion of long-term debt on a consolidated balance sheet
of  the Borrower and its consolidated Subsidiaries prepared as of
such date in accordance with GAAP.

           "Consolidated Total Indebtedness" shall mean,  at  any
particular date, the outstanding principal amount of Indebtedness
of   the   Borrower  and  its  Subsidiaries,  determined   on   a
consolidated  basis,  as  of the end of the  most  recent  fiscal
quarter  ending prior to such date for which quarterly or  annual
financial  statements  have been delivered  pursuant  to  Section
5.01.
<PAGE>
<PAGE>                                                         6
                                                                 
           "Contingent Obligation" shall mean, as to any  Person,
any  obligation  of  such  Person  guaranteeing  or  intended  to
guarantee  any  Indebtedness or dividends ("primary obligations")
of  any  other  Person  (the "primary obligor")  in  any  manner,
whether  directly  or indirectly, including, without  limitation,
any obligation of such Person, whether or not contingent, (i)  to
purchase any such primary obligation or any property constituting
direct  or indirect security therefor, (ii) to advance or  supply
funds  (x)  for  the  purchase or payment  of  any  such  primary
obligation  or (y) to maintain working capital or equity  capital
of  the primary obligor or otherwise to maintain the net worth or
solvency  of the primary obligor for the purpose of assuring  the
owner  of  any  such  primary obligation of the  ability  of  the
primary obligor to make payment of such primary obligation, (iii)
to  purchase property, securities or services primarily  for  the
purpose  of assuring the owner of any such primary obligation  of
the  ability  of  the  primary obligor to make  payment  of  such
primary  obligation or (iv) otherwise to assure or hold  harmless
the  holder  of such primary obligation against loss  in  respect
thereof;  provided, however, that the term Contingent  Obligation
shall  not  include endorsements of instruments  for  deposit  or
collection in the ordinary course of business.  The amount of any
Contingent  Obligation shall be deemed to be an amount  equal  to
the  lesser  of  (A)  the stated or determinable  amount  of  the
primary obligation in respect of which such Contingent Obligation
is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is
required  to perform thereunder) as determined by such Person  in
good  faith  or  (B) the maximum stated amount of  such  Person's
liability in respect of the primary obligation.

           "Continuing Letters of Credit" shall have the  meaning
set forth in Section 3.14.

           "Contractual Obligation" shall mean, as to any Person,
any  provision of any security issued by such Person  or  of  any
agreement,  instrument or other undertaking to which such  Person
is a party or by which it or any of its property is bound.

          "Control" means the possession, directly or indirectly,
of  the  power to direct or cause the direction of the management
or  policies of a Person, whether through the ability to exercise
voting  power,  by  contract  or  otherwise.   "Controlling"  and
"Controlled" have meanings correlative thereto.

            "Default"   means  any  event  or   condition   which
constitutes  an Event of Default or which upon notice,  lapse  of
time  or  both would, unless cured or waived, become an Event  of
Default.

           "Disclosed  Matters"  means  the  actions,  suits  and
proceedings   and   the   environmental  matters   disclosed   in
Schedule 3.04.

          "Discretionary Cash Flow" shall mean Net Cash Flow From
Operating  Activities before working capital changes,  plus  Cash
Exploration Expenses.
<PAGE>
<PAGE>                                                          7
                                                                 
            "Dollar  Equivalent"  shall  mean,  on  or  as  of  a
particular  date,  with  respect to LC Exposures  in  respect  of
Alternate  Currency Letters of Credit, the amount of Dollars,  as
conclusively  determined by the Administrative  Agent,  which  is
required  by  the Administrative Agent to purchase the  Alternate
Currency amount of such LC Exposures on or as of such date on the
basis  of  the  spot  exchange rate  therefor  in  the  interbank
currency   market  where  the  foreign  currency   and   exchange
operations of the Administrative Agent are customarily  conducted
with  respect to the Alternate Currency as at 10:00 A.M.  (or  as
near thereto as may be practicable), New York City time, on or as
of such date.

           "Dollars" or "$" refers to lawful money of the  United
States of America.

          "Effective Date" means the date on which the conditions
specified  in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).

           "Eligible  Assignee"  means  (i)  a  Lender,  (ii)  an
affiliate of a Lender, and (iii) any other Person approved by the
Agent  and  the  Borrower, such approval not to  be  unreasonably
withheld;  provided, however, that neither the  Borrower  nor  an
affiliate of the Borrower shall qualify as an Eligible Assignee.

          "Energy Partners" shall mean Sun Energy Partners, L.P.,
a Delaware limited partnership.

            "Environmental   Laws"   means   all   laws,   rules,
regulations,  codes,  ordinances,  orders,  decrees,   judgments,
injunctions, notices or binding agreements issued, promulgated or
entered  into by any Governmental Authority, relating in any  way
to  the  environment,  preservation  or  reclamation  of  natural
resources, the management, release or threatened release  of  any
Hazardous Material or to health and safety matters.

            "Environmental   Liability"  means   any   liability,
contingent  or  otherwise (including any liability  for  damages,
costs   of   environmental  remediation,  fines,   penalties   or
indemnities),  of  the  Borrower or any  Subsidiary  directly  or
indirectly  resulting  from or based upon (a)  violation  of  any
Environmental   Law,   (b)   the   generation,   use,   handling,
transportation, storage, treatment or disposal of  any  Hazardous
Materials,  (c)  exposure  to any Hazardous  Materials,  (d)  the
release or threatened release of any Hazardous Materials into the
environment  or  (e) any contract, agreement or other  consensual
arrangement  pursuant to which liability is  assumed  or  imposed
with respect to any of the foregoing.

           "ERISA"  means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

           "ERISA Affiliate" means any trade or business (whether
or not incorporated) that, together with the Borrower, is treated
as  a single employer under Section 414(b) or (c) of the Code or,
solely for purposes of
<PAGE>
<PAGE>                                                          8

Section 302 of ERISA and Section 412 of the Code, is treated as a
single employer under Section 414 of the Code.
                                                                 
           "ERISA  Event"  means (a) any "reportable  event",  as
defined  in  Section  4043  of ERISA or  the  regulations  issued
thereunder with respect to a Plan (other than an event for  which
the  30-day  notice  period is waived); (b)  the  existence  with
respect  to  any Plan of an "accumulated funding deficiency"  (as
defined  in  Section 412 of the Code or Section  302  of  ERISA),
whether or not waived; (c) the filing pursuant to Section  412(d)
of  the Code or Section 303(d) of ERISA of an application  for  a
waiver of the minimum funding standard with respect to any  Plan;
(d) the incurrence by the Borrower or any of its ERISA Affiliates
of  any  liability under Title IV of ERISA with  respect  to  the
termination of any Plan; (e) the receipt by the Borrower  or  any
ERISA  Affiliate from the PBGC or a plan administrator  appointed
under  Section  4042(b)  of ERISA of any notice  relating  to  an
intention to terminate any Plan or Plans or to appoint a  trustee
under  said  Section  4042(b) to administer  any  Plan;  (f)  the
incurrence by the Borrower or any of its ERISA Affiliates of  any
liability  with  respect to the withdrawal or partial  withdrawal
from  any Plan pursuant to Section 4063 of ERISA or Multiemployer
Plan;  or  (g) the receipt by the Borrower or any ERISA Affiliate
of  any notice, or the receipt by any Multiemployer Plan from the
Borrower  or  any ERISA Affiliate of any notice,  concerning  the
imposition  of  Withdrawal Liability or a  determination  that  a
Multiemployer  Plan  is, or is expected to be,  insolvent  or  in
reorganization, within the meaning of Title IV of ERISA.

           "Eurodollar", when used in reference to  any  Loan  or
Borrowing,  refers to whether such Loan, or the Loans  comprising
such  Borrowing,  are bearing interest at a  rate  determined  by
reference  to  the  Adjusted LIBO Rate (or,  in  the  case  of  a
Competitive Loan, the LIBO Rate).

           "Event  of Default" has the meaning assigned  to  such
term in Article VII.

            "Excluded   Taxes"  means,  with   respect   to   the
Administrative Agent, any Lender, the Issuing Bank or  any  other
recipient  of  any  payment to be made by or on  account  of  any
obligation  of  the Borrower hereunder, (a) income  or  franchise
taxes  imposed on (or measured by) its net income by  the  United
States of America, or by the jurisdiction under the laws of which
such  recipient is organized or in which its principal office  is
located  or,  in the case of any Lender, in which its  applicable
lending  office is located, (b) any branch profits taxes  imposed
by the United States of America or any similar tax imposed by any
other  jurisdiction in which the Borrower is located and  (c)  in
the case of a Foreign Lender (other than an assignee pursuant  to
a request by the Borrower under Section 2.19(b)), any withholding
tax that is imposed on amounts payable to such Foreign Lender  at
the time such Foreign Lender becomes a party to this Agreement or
is  attributable to such Foreign Lender's failure or inability to
comply  with  Section  2.17(e), except to the  extent  that  such
Foreign  Lender's assignor (if any) was entitled, at the time  of
assignment, to
<PAGE>
<PAGE>                                                         9

receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 2.17(a).
                                                                 
           "Federal Funds Rate" means, for any day, the  weighted
average (rounded upwards, if necessary, to the next 1/100 of  1%)
of the rates on overnight Federal funds transactions with members
of  the Federal Reserve System arranged by Federal funds brokers,
as  published on the next succeeding Business Day by the  Federal
Reserve  Bank  of New York, or, if such rate is not so  published
for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for such
day  for  such transactions received by the Administrative  Agent
from  three Federal funds brokers of recognized standing selected
by it.

           "Financial Officer" means the chief financial officer,
principal accounting officer or treasurer of the Borrower.

           "Financing  Lease" shall mean any lease  of  property,
real  or  personal, the obligations of the lessee in  respect  of
which are required in accordance with GAAP to be capitalized on a
balance sheet of the lessee.

           "Foreign  Lender" means any Lender that  is  organized
under  the  laws of a jurisdiction other than that in  which  the
Borrower is located.  For purposes of this definition, the United
States  of  America,  each  State thereof  and  the  District  of
Columbia shall be deemed to constitute a single jurisdiction.

           "GAAP"  means generally accepted accounting principles
in the United States of America.

           "Governmental Authority" means the government  of  the
United  States  of  America, any other nation  or  any  political
subdivision  thereof,  whether state or local,  and  any  agency,
authority, instrumentality, regulatory body, court, central  bank
or  other  entity  exercising executive,  legislative,  judicial,
taxing,  regulatory or administrative powers or functions  of  or
pertaining to government.

            "Hazardous   Materials"   means  all   explosive   or
radioactive  substances  or wastes and  all  hazardous  or  toxic
substances,  wastes or other pollutants, including  petroleum  or
petroleum distillates, asbestos or asbestos containing materials,
polychlorinated  biphenyls,  radon  gas,  infectious  or  medical
wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

           "Highest Lawful Rate" shall mean, with respect to  any
Indebtedness   owed   to  any  Lender  hereunder,   the   maximum
nonusurious interest rate, if any, that at any time or from  time
to  time  may  be  contracted for, taken,  reserved,  charged  or
received  by such Lender with respect to such Indebtedness  under
applicable law.  In the event that applicable law provides for an
interest  ceiling  under Texas Revised Civil  Statutes  Annotated
Article 5069-1.04, that ceiling shall be the Highest Lawful Rate.
As used in this definition the term
<PAGE>
<PAGE>                                                         10

"applicable  law"  means, with respect to each Lender,  whichever
laws allow the greater interest, as such laws now exist or may be
changed or amended or come into effect in the future.
                                                                 
           "Indebtedness"  shall mean, as to any Person,  without
duplication,  (i)  all indebtedness of such Person  for  borrowed
money  or for the deferred purchase price of property or services
(but  excluding  the  deferred  purchase  price  of  property  or
services  to  the extent that such deferments are  taken  in  the
ordinary course of such Person's business consistent with prudent
business  practices),  (ii) the face amount  of  all  letters  of
credit  issued  for  the account of such  Person  in  respect  of
liabilities of the type described in clauses (i), (iv) and (v) of
this  definition  and  all  drafts drawn  thereunder,  (iii)  all
liabilities of the type described in clauses (i), (ii), (iv)  and
(v)  of  this  definition which are secured by any  Lien  on  any
property  owned  by such Person, whether or not such  liabilities
have  been assumed by such Person (limited however to the  lesser
of  (a)  the  amount of its liability or (b) the  value  of  such
property),  (iv)  all obligations of such Person under  Financing
Leases,  (v) all Contingent Obligations of such Person  and  (vi)
all  Redeemable Preferred Stock of such Person; provided that for
the purposes of this Agreement, the term "Indebtedness" shall not
include  any of the foregoing which (x) are owing to the Borrower
or  any  Wholly Owned Subsidiary of the Borrower (except for  the
purposes  of  the proviso to Section 6.01), (y)  are  subject  to
irrevocable legal defeasance in accordance with the terms thereof
or (z) arise out of the sale of receivables.

           "Indemnified  Taxes" means Taxes other  than  Excluded
Taxes.

            "Index   Debt"  means  senior,  unsecured,  long-term
indebtedness  for  borrowed money of the  Borrower  that  is  not
guaranteed  by  any other Person or subject to any  other  credit
enhancement.

           "Interest  Election Request" means a  request  by  the
Borrower  to  convert  or  continue  a  Revolving  Borrowing   in
accordance with Section 2.08.

           "Interest Payment Date" means (a) with respect to  any
Base  Rate  Loan (other than a Swingline Loan), the last  day  of
each March, June, September and December, (b) with respect to any
Eurodollar  Loan, the last day of the Interest Period  applicable
to the Borrowing of which such Loan is a part and, in the case of
a Eurodollar Borrowing with an Interest Period of more than three
months' duration, each day prior to the last day of such Interest
Period  that occurs at intervals of three months' duration  after
the  first day of such Interest Period, (c) with respect  to  any
Absolute  Rate  Loan,  the  last  day  of  the  Interest   Period
applicable to the Borrowing of which such Loan is a part and,  in
the case of a Absolute Rate Borrowing with an Interest Period  of
more  than 90 days' duration (unless otherwise specified  in  the
applicable Competitive Bid Request), each day prior to  the  last
day  of such Interest Period that occurs at intervals of 90 days'
duration  after  the first day of such Interest Period,  and  any
other dates that are specified in the applicable Competitive  Bid
Request as Interest Payment Dates with respect to
<PAGE>
<PAGE>                                                         11

such  Borrowing and (d) with respect to any Swingline  Loan,  the
day that such Loan is required to be repaid.
                                                                 
           "Interest  Period"  means  (a)  with  respect  to  any
Eurodollar Borrowing, the period commencing on the date  of  such
Borrowing and ending on the numerically corresponding day in  the
calendar  month that is one, two, three or six months  (or,  with
the consent of each Lender, nine or twelve months) thereafter, as
the  Borrower  may elect, (b) with respect to any  Absolute  Rate
Borrowing,  the period (which shall not be less than  7  days  or
more than 180 days) commencing on the date of such Borrowing  and
ending  on  the date specified in the applicable Competitive  Bid
Request; provided, that (i) if any Interest Period would end on a
day  other  than  a Business Day, such Interest Period  shall  be
extended to the next succeeding Business Day unless, in the  case
of a Eurodollar Borrowing only, such next succeeding Business Day
would  fall  in  the  next calendar month,  in  which  case  such
Interest Period shall end on the next preceding Business Day  and
(ii)  any  Interest  Period pertaining to a Eurodollar  Borrowing
that  commences on the last Business Day of a calendar month  (or
on  a day for which there is no numerically corresponding day  in
the last calendar month of such Interest Period) shall end on the
last  Business  Day of the last calendar month of  such  Interest
Period.   For purposes hereof, the date of a Borrowing  initially
shall  be  the date on which such Borrowing is made and,  in  the
case  of a Revolving Borrowing, thereafter shall be the effective
date  of  the  most  recent conversion or  continuation  of  such
Borrowing.

           "Issuing Bank" means NationsBank or such other  Lender
as designated by the Borrower and agreed to by such Issuing Bank,
in its capacity as the issuer of Letters of Credit hereunder, and
its successors in such capacity as provided in Section 2.06(i).

           "LC  Disbursement" means a payment made by the Issuing
Bank pursuant to a Letter of Credit.

           "LC  Exposure" means, at any time, the sum of (a)  the
aggregate undrawn amount of all outstanding Letters of Credit  at
such  time  plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of any Lender at any time shall be
its Applicable Percentage of the total LC Exposure at such time.

          "Lenders" means the Persons listed on Schedule 2.01 and
any  other Person that shall have become a party hereto  pursuant
to  an Assignment and Acceptance, other than any such Person that
ceases  to  be  a  party  hereto pursuant to  an  Assignment  and
Acceptance.   Unless  the context otherwise  requires,  the  term
"Lenders" includes the Swingline Lender.

           "Letter  of Credit" means any letter of credit  issued
pursuant to this Agreement and Continuing Letters of Credit.
<PAGE>
<PAGE>                                                        12
                                                                 
          "LIBO Rate" means, for any Eurodollar Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Telerate Page
3750 (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 a.m. (London time)
two  Business Days prior to the first day of such Interest Period
for a term comparable to such Interest Period.  If for any reason
such rate is not available, the term "LIBO Rate" shall mean,  for
any  Eurodollar Borrowing for any Interest Period  therefor,  the
rate  per  annum (rounded upwards, if necessary, to  the  nearest
1/100  of 1%) appearing on Reuters Screen LIBO Page as the London
interbank  offered rate for deposits in Dollars at  approximately
11:00 a.m. (London time) two Business Days prior to the first day
of  such  Interest Period for a term comparable to such  Interest
Period; provided, however, if more than one rate is specified  on
Reuters  Screen  LIBO  Page, the applicable  rate  shall  be  the
arithmetic mean of all such rates (rounded upwards, if necessary,
to the nearest 1/100 of 1%).

           "Lien"  shall  mean  any  mortgage,  pledge,  security
interest,  encumbrance,  or  lien  of  any  kind  (including  any
agreement to give any of the foregoing, any conditional  sale  or
other  title  retention  agreement or any  lease  in  the  nature
thereof); provided, that neither the sale of receivables nor  any
filing of financing statements or other instruments made or given
in furtherance thereof shall be deemed to constitute a Lien.

           "Loans"  means  the loans made by the Lenders  to  the
Borrower pursuant to this Agreement.

           "Margin"  means, with respect to any Competitive  Loan
bearing  interest at a rate based on the LIBO Rate, the  marginal
rate  of interest, if any, to be added to or subtracted from  the
LIBO  Rate to determine the rate of interest applicable  to  such
Loan,  as specified by the Lender making such Loan in its related
Competitive Bid.

          "Material Adverse Effect" shall mean a material adverse
effect on (a) the financial condition or results of operations of
the  Borrower and its Subsidiaries taken as a whole  or  (b)  the
ability  of  the Borrower to perform its obligations  under  this
Agreement.

           "Material  Subsidiary" shall mean  at  any  particular
date,  each Subsidiary of the Borrower the total assets of  which
comprise  ten  percent  (10%) or more of the  consolidated  total
assets of the Borrower.

          "Maturity Date" means October 17, 2002.

          "Moody's" means Moody's Investors Service, Inc.

           "Multiemployer  Plan"  means a multiemployer  plan  as
defined in Section 4001(a)(3) of ERISA.
<PAGE>
<PAGE>                                                        13
                                                                 
          "NationsBank" means NationsBank of Texas, N.A.

           "Net Cash Flow From Operating Activities" means,  with
respect  to any Person for any period, the net cash flow provided
from  operating  activities  of such  Person  as  shown  in  such
Person's statement of cash flows for such period, determined on a
consolidated basis in accordance with GAAP.

           "Oil  and  Gas Interests" shall mean (i) leasehold  or
other interests in or under oil, gas or other mineral leases, fee
interests,  overriding royalty, royalty or  other  real  property
interests  in  oil,  gas or other liquid or gas  hydrocarbons  in
place,  all  licenses, permits or production  sharing  agreements
with respect to oil, gas and other liquid or gas hydrocarbons  to
be produced, all plants, facilities, including without limitation
cogeneration  facilities, pipelines, gathering  systems  and  all
items  of  equipment  or  fixtures used in  connection  with  the
production, gathering, processing or transportation of  oil,  gas
or  other liquid or gas hydrocarbons, (ii) without duplication of
the foregoing, all Proved Reserves and (iii) the capital stock of
any  Subsidiary  of  the  Borrower  whose  assets  are  comprised
principally  or  in substantial part of assets described  in  the
foregoing clauses (i)-(ii).

          "Other Taxes" means any and all present or future stamp
or  documentary  taxes  or any other excise  or  property  taxes,
charges or similar levies arising from any payment made hereunder
or  from  the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement.

           "PBGC"  means the Pension Benefit Guaranty Corporation
referred  to  and  defined  in ERISA  and  any  successor  entity
performing similar functions.

          "Permitted Liens" shall mean:

           (a)  Attachments or judgments which give rise to Liens
     or other similar Liens arising in connection with litigation
     or  other  legal proceedings (and not otherwise an Event  of
     Default hereunder);

          (b)  Liens on assets acquired by the Borrower or any of
     its Subsidiaries and Liens on assets of entities that become
     Subsidiaries of the Borrower, which Liens existed  prior  to
     the  date  such assets are acquired or such entities  become
     Subsidiaries, as the case may be, provided that  such  Liens
     were   not   incurred  solely  in  contemplation   of   such
     acquisitions;

           (c)   (i)  purchase money security interests  in  real
     property,   interests  therein,  improvements   thereto   or
     equipment   acquired  (or,  in  the  case  of  improvements,
     constructed)  by  the Borrower or any Subsidiary  ("Purchase
     Money Liens"), provided, that the aggregate principal amount
     of  Indebtedness  secured by any Lien referred  to  in  this
     clause shall not exceed 80% of the purchase price or cost of
     construction  of  the  asset  encumbered  thereby  and  (ii)
     Financing Leases; and
<PAGE>
<PAGE>                                                       14

           (d)  Liens securing Indebtedness (excluding the amount
     of  all  Indebtedness secured by Liens permitted by  clauses
     (a)  through  (c) above) the aggregate principal  amount  of
     which does not exceed $100,000,000.
                                                                 
          "Person" means any natural person, corporation, limited
liability  company,  trust, joint venture, association,  company,
partnership, Governmental Authority or other entity.

           "Petroleum"  shall mean oil, gas and other  liquid  or
gaseous   hydrocarbons,   including,  without   limitation,   all
liquefiable  hydrocarbons  and  other  products  which   may   be
extracted  from gas and gas condensate by the processing  thereof
in a gas processing plant.

           "Plan"  means any employee pension benefit plan (other
than a Multiemployer Plan) subject to the provisions of Title  IV
of  ERISA or Section 412 of the Code or Section 302 of ERISA, and
in  respect of which the Borrower or any ERISA Affiliate is  (or,
if  such plan were terminated, would under Section 4069 of  ERISA
be  deemed  to  be) an "employer" as defined in Section  3(5)  of
ERISA.

           "Prime  Rate"  means the per annum  rate  of  interest
established  from time to time by NationsBank as its prime  rate,
which  rate  may  not be the lowest rate of interest  charged  by
NationsBank to its customers.

            "Proved   Reserves"  shall  mean   proved   developed
producing,  proved developed non-producing and proved undeveloped
Petroleum reserves of the Borrower and its Subsidiaries  and  its
50%  owned  Affiliates as determined in accordance with standards
established by The Society of Petroleum Engineers.

           "Quality"  shall  mean as to any  Petroleum  reserves,
their  nature  as  proved developed producing,  proved  developed
nonproducing, proved undeveloped or probable.

          "Reimbursement Obligation" shall mean the obligation of
the   Borrower  to  reimburse  the  Issuing  Bank   pursuant   to
Section 2.06 for amounts drawn under Letters of Credit.

          "Register" has the meaning set forth in Section 9.04.

           "Related Parties" means, with respect to any specified
Person,  such  Person's Affiliates and the respective  directors,
officers, employees, agents and advisors of such Person and  such
Person's Affiliates.

           "Required Lenders" means, at any time, Lenders  having
Revolving Credit Exposures and unused Commitments representing at
least  a  majority  of  the  sum of the  total  Revolving  Credit
Exposure and unused Commitments at such time; provided that,  for
purposes of declaring the Loans to be due and payable
<PAGE>
<PAGE>                                                        15

pursuant  to  Article VII, and for all purposes after  the  Loans
become due and payable pursuant to Article VII or the Commitments
expire  or  terminate, the outstanding Competitive Loans  of  the
Lenders  shall  be included in their respective Revolving  Credit
Exposures in determining the Required Lenders.
                                                                 
           "Requirement of Law" shall mean, as to any Person, the
Certificate  of Incorporation and By-Laws or other organizational
or  governing documents of such Person, and any law, treaty, rule
or  regulation or determination of an arbitrator or  a  court  or
other  Governmental  Authority, in each  case  applicable  to  or
binding upon such Person or any of its property or to which  such
Person or any of its property is subject.

           "Revolving Credit Exposure" means, with respect to any
Lender  at any time, the sum of the outstanding principal  amount
of  such  Lender's  Revolving  Loans  and  its  LC  Exposure  and
Swingline Exposure at such time.

           "Revolving Loan" means a Loan made pursuant to Section
2.03.

           "S&P"  means  Standard & Poor's  Ratings  Services,  a
Division of The McGraw-Hill Companies, Inc.

           "SOLP" shall mean Sun Operating Limited Partnership, a
Delaware limited partnership.

          "Statutory Reserve Rate" means a fraction (expressed as
a  decimal),  the numerator of which is the number  one  and  the
denominator of which is the number one minus the aggregate of the
maximum  reserve  percentages (including any  marginal,  special,
emergency  or  supplemental  reserves)  expressed  as  a  decimal
established  by  the Board to which the Administrative  Agent  is
subject  with respect to the Adjusted LIBO Rate, for eurocurrency
funding  (currently referred to as "Eurocurrency Liabilities"  in
Regulation  D  of  the  Board).  Such reserve  percentages  shall
include  those imposed pursuant to such Regulation D.  Eurodollar
Loans  shall be deemed to constitute eurocurrency funding and  to
be  subject  to such reserve requirements without benefit  of  or
credit for proration, exemptions or offsets that may be available
from  time to time to any Lender under such Regulation D  or  any
comparable  regulation.   The Statutory  Reserve  Rate  shall  be
adjusted  automatically on and as of the effective  date  of  any
change in any reserve percentage.

           "subsidiary"  of  any Person shall  mean  and  include
(i) any corporation more than 50% of whose stock of any class  or
classes  having  by the terms thereof ordinary  voting  power  to
elect   a   majority   of  the  directors  of  such   corporation
(irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power
by  reason  of the happening of any contingency) is at  the  time
owned  by such Person directly or indirectly through Subsidiaries
and  (ii)  any partnership, association, joint venture, trust  or
other entity in which such Person
<PAGE>
<PAGE>                                                        16

directly or indirectly through Subsidiaries, has more than a  50%
equity or beneficial ownership interest at the time.
                                                                 
          "Subsidiary" means any subsidiary of the Borrower.

           "Swingline Exposure" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time.
The  Swingline Exposure of any Lender at any time  shall  be  its
Applicable  Percentage of the total Swingline  Exposure  at  such
time.

           "Swingline Lender" means NationsBank, in its  capacity
as lender of Swingline Loans hereunder.

           "Swingline Loan" means a Loan made pursuant to Section
2.05.

           "Taxes"  means  any and all present or  future  taxes,
levies,  imposts,  duties, deductions,  charges  or  withholdings
imposed by any Governmental Authority.

           "Tangible  Net  Worth" means (a) shareholder's  equity
(determined  in  accordance with GAAP), less (b)  intangible  net
assets, plus (c) the aggregate amount of any non-cash write-downs
during the Availability Period.

            "Transactions"  means  the  execution,  delivery  and
performance  by the Borrower of this Agreement, the borrowing  of
Loans,  the  use  of  the proceeds thereof and  the  issuance  of
Letters of Credit hereunder.

            "Type",  when  used  in  reference  to  any  Loan  or
Borrowing,  refers to whether the rate of interest on such  Loan,
or  on  the  Loans  comprising such Borrowing, is  determined  by
reference  to the Adjusted LIBO Rate, the Base Rate  or,  in  the
case  of  a  Competitive Loan or Borrowing, the LIBO  Rate  or  a
Absolute Rate.

           "Wholly-Owned  Subsidiary":  shall  mean,  as  to  any
Person,  any subsidiary of such Person to the extent all  of  the
capital  stock  or  other ownership interest of such  subsidiary,
other than directors' or nominees' qualifying shares or shares or
other  ownership  interests required by  law,  statute,  rule  or
regulation to be held by government entities or foreign nationals
to  the  extent not in excess of 5% of the issued and outstanding
capital stock or other ownership interest of such subsidiary,  is
owned  directly or indirectly by such Person, provided that  with
respect  to the Borrower, Energy Partners, SOLP and each  of  its
Subsidiaries shall be deemed to be a Wholly Owned Subsidiary  for
so  long  as  the Borrower has at least a 95% ownership  interest
(directly  or  indirectly)  in  Energy  Partners,  SOLP  or  such
Subsidiary, as the case may be.

            "Withdrawal   Liability"   means   liability   to   a
Multiemployer  Plan  as  a  result  of  a  complete  or   partial
withdrawal  from  such  Multiemployer Plan,  as  such  terms  are
defined in Part I of Subtitle E of Title IV of ERISA.
<PAGE>
<PAGE>                                                       17
                                                                 
           SECTION 1.02.  Classification of Loans and Borrowings.
For  purposes  of  this Agreement, Loans may  be  classified  and
referred to by Class (e.g., a "Revolving Loan") or by Type (e.g.,
a  "Eurodollar  Loan") or by Class and Type (e.g., a  "Eurodollar
Revolving Loan").  Borrowings also may be classified and referred
to  by Class (e.g., a "Revolving Borrowing") or by Type (e.g.,  a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar
Revolving Borrowing").

           SECTION  1.03.   Terms Generally.  The definitions  of
terms herein shall apply equally to the singular and plural forms
of  the  terms  defined.  Whenever the context may  require,  any
pronoun  shall include the corresponding masculine, feminine  and
neuter  forms.   The words "include", "includes" and  "including"
shall   be   deemed  to  be  followed  by  the  phrase   "without
limitation".  The word "will" shall be construed to have the same
meaning  and  effect  as the word "shall".   Unless  the  context
requires  otherwise  (a) any definition of or  reference  to  any
agreement, instrument or other document herein shall be construed
as  referring to such agreement, instrument or other document  as
from  time  to  time amended, supplemented or otherwise  modified
(subject  to any restrictions on such amendments, supplements  or
modifications set forth herein), (b) any reference herein to  any
Person shall be construed to include such Person's successors and
assigns,  (c)  the words "herein", "hereof" and "hereunder",  and
words  of  similar import, shall be construed to  refer  to  this
Agreement  in  its  entirety and not to any particular  provision
hereof, (d) all references herein to Articles, Sections, Exhibits
and  Schedules  shall  be  construed to  refer  to  Articles  and
Sections  of,  and Exhibits and Schedules to, this Agreement  and
(e)  the words "asset" and "property" shall be construed to  have
the  same meaning and effect and to refer to any and all tangible
and intangible assets and properties, including cash, securities,
accounts and contract rights.

           SECTION  1.04.   Accounting Terms;  GAAP.   Except  as
otherwise  expressly provided herein, all terms of an  accounting
or  financial nature shall be construed in accordance with  GAAP,
as  in  effect from time to time; provided that, if the  Borrower
notifies  the Administrative Agent that the Borrower requests  an
amendment to any provision hereof to eliminate the effect of  any
change  occurring  after  the date  hereof  in  GAAP  or  in  the
application thereof on the operation of such provision (or if the
Administrative  Agent  notifies the Borrower  that  the  Required
Lenders  request  an amendment to any provision hereof  for  such
purpose),  regardless of whether any such notice is given  before
or  after such change in GAAP or in the application thereof, then
such  provision shall be interpreted on the basis of GAAP  as  in
effect  and  applied immediately before such  change  shall  have
become effective until  such notice shall have been withdrawn  or
such provision amended in accordance herewith.


                         ARTICLE II

                        The Credits

<PAGE>
 
<PAGE>                                                      18
                                                                 
           SECTION 2.01.  Commitments.  Subject to the terms  and
conditions set forth herein, each Lender agrees to make Revolving
Loans  to  the Borrower from time to time during the Availability
Period  in an aggregate principal amount that will not result  in
(a)  such  Lender's  Revolving  Credit  Exposure  exceeding  such
Lender's Commitment or (b) the sum of the total Revolving  Credit
Exposures  plus  the  aggregate principal amount  of  outstanding
Competitive  Loans exceeding the total Commitments.   Within  the
foregoing  limits  and subject to the terms  and  conditions  set
forth  herein,  the  Borrower  may borrow,  prepay  and  reborrow
Revolving Loans.

            SECTION  2.02.   Loans  and  Borrowings.   (a)   Each
Revolving Loan shall be made as part of a Borrowing consisting of
Revolving  Loans  made by the Lenders ratably in accordance  with
their  respective Commitments.  Each Competitive  Loan  shall  be
made in accordance with the procedures set forth in Section 2.04.
The failure of any Lender to make any Loan required to be made by
it  shall  not  relieve  any  other  Lender  of  its  obligations
hereunder; provided that the Commitments and Competitive Bids  of
the  Lenders  are several and no Lender shall be responsible  for
any other Lender's failure to make Loans as required.

           (b)   Subject  to  Section 2.14,  (i)  each  Revolving
Borrowing  shall  be  comprised entirely of Base  Rate  Loans  or
Eurodollar  Loans  as  the  Borrower may  request  in  accordance
herewith,  and (ii) each Competitive Borrowing shall be comprised
entirely  of  Eurodollar  Loans or Absolute  Rate  Loans  as  the
Borrower may request in accordance herewith.  Each Lender at  its
option  may  make any Eurodollar Loan by causing any domestic  or
foreign  branch  or Affiliate of such Lender to make  such  Loan;
provided  that any exercise of such option shall not  affect  the
obligation of the Borrower to repay such Loan in accordance  with
the terms of this Agreement.

           (c)   At the commencement of each Interest Period  for
any Eurodollar Revolving Borrowing, such Borrowing shall be in an
aggregate  amount that is an integral multiple of $1,000,000  and
not  less  than  $10,000,000.  At the time that  each  Base  Rate
Revolving  Borrowing  is  made, such Borrowing  shall  be  in  an
aggregate  amount that is an integral multiple of $1,000,000  and
not  less  than $10,000,000; provided that a Base Rate  Revolving
Borrowing  may  be in an aggregate amount that is  equal  to  the
entire  unused  balance  of  the total  Commitments  or  that  is
required  to  finance the reimbursement of an LC Disbursement  as
contemplated  by  Section  2.06(e).  Each  Competitive  Borrowing
shall  be in an aggregate amount that is an integral multiple  of
$1,000,000  and  not less than $10,000,000.  Each Swingline  Loan
shall  be  in an amount that is an integral multiple of  $100,000
and  not less than $1,000,000.  Borrowings of more than one  Type
and  Class  may  be outstanding at the same time;  provided  that
there  shall  not  at  any  time be more  than  a  total  of  six
Eurodollar Revolving Borrowings outstanding.

           (d)   Notwithstanding  any  other  provision  of  this
Agreement, the Borrower shall not be entitled to request,  or  to
elect  to  convert  or continue, any Borrowing  if  the  Interest
Period  requested  with  respect  thereto  would  end  after  the
Maturity Date.
<PAGE>
<PAGE>                                                        19
                                                                 
           SECTION 2.03.  Requests for Revolving Borrowings.   To
request  a  Revolving Borrowing, the Borrower  shall  notify  the
Administrative Agent of such request by telephone (a) in the case
of  a  Eurodollar  Borrowing, not later than 11:00  a.m.,  Dallas
time,  three  Business  Days before  the  date  of  the  proposed
Borrowing or (b) in the case of a Base Rate Borrowing, not  later
than 11:00 a.m., Dallas time, one Business Day before the date of
the  proposed Borrowing; provided that any such notice of a  Base
Rate  Revolving Borrowing to finance the reimbursement of  an  LC
Disbursement as contemplated by Section 2.06(e) may be given  not
later  than 10:00 a.m., Dallas time, on the date of the  proposed
Borrowing.   Each  such  telephonic Borrowing  Request  shall  be
irrevocable  and shall be confirmed promptly by hand delivery  or
telecopy  to  the  Administrative Agent of  a  written  Borrowing
Request in a form approved by the Administrative Agent and signed
by  the  Borrower.   Each such telephonic and  written  Borrowing
Request  shall  specify the following information  in  compliance
with Section 2.02:

            (i)        the  aggregate  amount  of  the  requested
     Borrowing;

           (ii)      the date of such Borrowing, which shall be a
     Business Day;

           (iii)     whether such Borrowing is to be a Base  Rate
     Borrowing or a Eurodollar Borrowing;

           (iv)       in the case of a Eurodollar Borrowing,  the
     initial  Interest  Period  to be applicable  thereto,  which
     shall be a period contemplated by the definition of the term
     "Interest Period"; and

           (v)        the  location and number of the  Borrower's
     account  to  which  funds are to be disbursed,  which  shall
     comply with the requirements of Section 2.07.

If  no  election  as  to  the  Type  of  Revolving  Borrowing  is
specified, then the requested Revolving Borrowing shall be a Base
Rate  Borrowing.  If no Interest Period is specified with respect
to   any  requested  Eurodollar  Revolving  Borrowing,  then  the
Borrower  shall be deemed to have selected an Interest Period  of
one  month's duration.  Promptly following receipt of a Borrowing
Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount
of  such  Lender's  Loan  to be made as  part  of  the  requested
Borrowing.

          SECTION 2.04.  Competitive Bid Procedure.  (a)  Subject
to  the terms and conditions set forth herein, from time to  time
during   the   Availability  Period  the  Borrower  may   request
Competitive  Bids and may (but shall not have any obligation  to)
accept  Competitive Bids and borrow Competitive  Loans;  provided
that  the  sum of the total Revolving Credit Exposures  plus  the
aggregate  principal amount of outstanding Competitive  Loans  at
any  time  shall  not exceed the total Commitments.   To  request
Competitive  Bids,  the Borrower shall notify the  Administrative
Agent  of  such request by telephone, in the case of a Eurodollar
Borrowing, not later than 11:00 a.m.,
<PAGE>
<PAGE>                                                        20

Dallas  time, four Business Days before the date of the  proposed
Borrowing  and,  in  the case of a Absolute Rate  Borrowing,  not
later  than 10:00 a.m., Dallas time, one Business Day before  the
date  of  the proposed Borrowing; provided that the Borrower  may
submit  up to (but not more than) three Competitive Bid  Requests
on  the  same day.  Each such telephonic Competitive Bid  Request
shall  be confirmed promptly by hand delivery or telecopy to  the
Administrative Agent of a written Competitive Bid  Request  in  a
form  approved  by  the Administrative Agent and  signed  by  the
Borrower.   Each  such  telephonic and  written  Competitive  Bid
Request  shall  specify the following information  in  compliance
with Section 2.02:
                                                                 
            (i)        the  aggregate  amount  of  the  requested
     Borrowing;

           (ii)      the date of such Borrowing, which shall be a
     Business Day;

           (iii)     whether such Borrowing is to be a Eurodollar
     Borrowing or a Absolute Rate Borrowing;

           (iv)      the Interest Period to be applicable to such
     Borrowing,  which  shall  be a period  contemplated  by  the
     definition of the term "Interest Period"; and

           (v)        the  location and number of the  Borrower's
     account  to  which  funds are to be disbursed,  which  shall
     comply with the requirements of Section 2.07.

Promptly  following  receipt  of a  Competitive  Bid  Request  in
accordance  with  this  Section, the Administrative  Agent  shall
notify  the Lenders of the details thereof by telecopy,  inviting
the Lenders to submit Competitive Bids.

          (b)  Each Lender may (but shall not have any obligation
to) make one or more Competitive Bids to the Borrower in response
to  a  Competitive Bid Request.  Each Competitive Bid by a Lender
must  be in a form approved by the Administrative Agent and  must
be  received by the Administrative Agent by telecopy, in the case
of  a Eurodollar Competitive Borrowing, not later than 9:30 a.m.,
Dallas time, three Business Days before the proposed date of such
Competitive  Borrowing,  and  in the  case  of  a  Absolute  Rate
Borrowing, not later than 9:30 a.m., Dallas time, on the proposed
date of such Competitive Borrowing.  Competitive Bids that do not
conform  substantially to the form approved by the Administrative
Agent  may  be  rejected  by the Administrative  Agent,  and  the
Administrative  Agent  shall  notify  the  applicable  Lender  as
promptly  as  practicable.  Each Competitive  Bid  shall  specify
(i) the principal amount (which shall be a minimum of $10,000,000
and  an  integral multiple of $1,000,000 and which may equal  the
entire principal amount of the Competitive Borrowing requested by
the Borrower) of the Competitive Loan or Loans that the Lender is
willing to make, (ii) the Competitive Bid Rate or Rates at  which
the Lender is prepared to make such Loan or Loans (expressed as
<PAGE>
<PAGE>                                                        21

a  percentage rate per annum in the form of a decimal to no  more
than   four  decimal  places)  and  (iii)  the  Interest   Period
applicable to each such Loan and the last day thereof.
                                                                 
          (c)  The Administrative Agent shall promptly notify the
Borrower  by  telecopy  of  the  Competitive  Bid  Rate  and  the
principal  amount  specified in each  Competitive  Bid   and  the
identity of the Lender that shall have made such Competitive Bid.

           (d)  Subject only to the provisions of this paragraph,
the  Borrower  may  accept or reject any  Competitive  Bid.   The
Borrower  shall  notify the Administrative  Agent  by  telephone,
confirmed  by  telecopy in a form approved by the  Administrative
Agent,  whether and to what extent it has decided  to  accept  or
reject  each  Competitive  Bid,  in  the  case  of  a  Eurodollar
Competitive  Borrowing, not later than 10:30 a.m.,  Dallas  time,
three  Business Days before the date of the proposed  Competitive
Borrowing,  and  in  the case of a Absolute Rate  Borrowing,  not
later  than 10:30 a.m., Dallas time, on the proposed date of  the
Competitive  Borrowing;  provided that (i)  the  failure  of  the
Borrower to give such notice shall be deemed to be a rejection of
each  Competitive  Bid,  (ii) the Borrower  shall  not  accept  a
Competitive Bid made at a particular Competitive Bid Rate if  the
Borrower  rejects  a Competitive Bid made at a lower  Competitive
Bid  Rate,  (iii)  the aggregate amount of the  Competitive  Bids
accepted by the Borrower shall not exceed the aggregate amount of
the  requested  Competitive Borrowing specified  in  the  related
Competitive Bid Request, (iv) to the extent necessary  to  comply
with clause (iii) above, the Borrower may accept Competitive Bids
at  the  same Competitive Bid Rate in part, 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, and (v) except pursuant to clause (iv)
above,  no  Competitive Bid shall be accepted for  a  Competitive
Loan  unless  such  Competitive Loan is in  a  minimum  principal
amount  of  $10,000,000  and an integral multiple of  $1,000,000;
provided further that if a Competitive Loan must be in an  amount
less  than  $10,000,000 because of the provisions of clause  (iv)
above,  such Competitive Loan may be for a minimum of  $1,000,000
or any integral multiple thereof, and in calculating the pro rata
allocation  of  acceptances of portions of  multiple  Competitive
Bids at a particular Competitive Bid Rate pursuant to clause (iv)
the  amounts shall be rounded to integral multiples of $1,000,000
in  a  manner determined by the Borrower.  A notice given by  the
Borrower pursuant to this paragraph shall be irrevocable.

           (e)   The  Administrative Agent shall promptly  notify
each  bidding  Lender by telecopy whether or not its  Competitive
Bid has been accepted (and, if so, the amount and Competitive Bid
Rate  so  accepted),  and each successful bidder  will  thereupon
become bound, subject to the terms and conditions hereof, to make
the  Competitive Loan in respect of which its Competitive Bid has
been accepted.

           (f)  If the Administrative Agent shall elect to submit
a  Competitive Bid in its capacity as a Lender, it  shall  submit
such  Competitive  Bid  directly to the  Borrower  at  least  one
quarter of an hour earlier than the
<PAGE>
<PAGE>                                                        22

time  by  which  the other Lenders are required to  submit  their
Competitive   Bids  to  the  Administrative  Agent  pursuant   to
paragraph (b) of this Section.
                                                                 
           SECTION 2.05.  Swingline Loans.  (a)  Subject  to  the
terms  and  conditions  set forth herein,  the  Swingline  Lender
agrees to make Swingline Loans to the Borrower from time to  time
during the Availability Period, in a minimum principal amount  of
$1,000,000  and  in  an aggregate principal amount  at  any  time
outstanding  that will not result in (i) the aggregate  principal
amount  of  outstanding Swingline Loans exceeding $50,000,000  or
(ii)  the  sum of the total Revolving Credit Exposures  plus  the
aggregate  principal  amount  of  outstanding  Competitive  Loans
exceeding  the  total Commitments; provided  that  the  Swingline
Lender  shall  not  be  required to  make  a  Swingline  Loan  to
refinance  an  outstanding Swingline Loan.  Within the  foregoing
limits  and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Swingline Loans.

           (b)   To request a Swingline Loan, the Borrower  shall
notify  the  Administrative Agent of such  request  by  telephone
(confirmed by telecopy), not later than 12:00 noon, Dallas  time,
on  the day of a proposed Swingline Loan.  Each such notice shall
be  irrevocable and shall specify the requested date (which shall
be  a  Business Day) and amount of the requested Swingline  Loan.
The  Administrative  Agent  will promptly  advise  the  Swingline
Lender  of  any  such  notice received from  the  Borrower.   The
Swingline Lender shall make each Swingline Loan available to  the
Borrower  by means of a credit to the general deposit account  of
the  Borrower  with the Swingline Lender (or, in the  case  of  a
Swingline  Loan  made  to  finance the  reimbursement  of  an  LC
Disbursement as provided in Section 2.06(e), by remittance to the
Issuing Bank) by 3:00 p.m., Dallas time, on the requested date of
such Swingline Loan.

           (c)   The Swingline Lender may by written notice given
to  the  Administrative Agent not later than 10:00  a.m.,  Dallas
time,  on  any  Business  Day  require  the  Lenders  to  acquire
participations  on such Business Day in all or a portion  of  the
Swingline  Loans  outstanding.  Such  notice  shall  specify  the
aggregate  amount  of  Swingline  Loans  in  which  Lenders  will
participate.    Promptly  upon  receipt  of  such   notice,   the
Administrative  Agent will give notice thereof  to  each  Lender,
specifying in such notice such Lender's Applicable Percentage  of
such Swingline Loan or Loans.  Each Lender hereby absolutely  and
unconditionally agrees, upon receipt of notice as provided above,
to  pay  to  the  Administrative Agent, for the  account  of  the
Swingline  Lender,  such Lender's Applicable Percentage  of  such
Swingline  Loan  or Loans.  Each Lender acknowledges  and  agrees
that  its obligation to acquire participations in Swingline Loans
pursuant  to  this  paragraph is absolute and  unconditional  and
shall  not  be affected by any circumstance whatsoever, including
the  occurrence  and  continuance of a Default  or  reduction  or
termination of the Commitments, and that each such payment  shall
be  made  without any offset, abatement, withholding or reduction
whatsoever.   Each Lender shall comply with its obligation  under
this  paragraph by wire transfer of immediately available  funds,
in  the  same manner as provided in Section 2.07 with respect  to
Loans made by such Lender (and Section 2.07 shall apply,
<PAGE>
<PAGE>                                                       23

mutatis mutandis, to the payment obligations of the Lenders), and
the  Administrative  Agent shall promptly pay  to  the  Swingline
Lender  the  amounts  so received by it from  the  Lenders.   The
Administrative   Agent  shall  notify   the   Borrower   of   any
participations  in any Swingline Loan acquired pursuant  to  this
paragraph,  and thereafter payments in respect of such  Swingline
Loan  shall  be made to the Administrative Agent and not  to  the
Swingline  Lender.  Any amounts received by the Swingline  Lender
from  the Borrower (or other party on behalf of the Borrower)  in
respect of a Swingline Loan after receipt by the Swingline Lender
of  the  proceeds  of a sale of participations therein  shall  be
promptly  remitted to the Administrative Agent; any such  amounts
received  by the Administrative Agent shall be promptly  remitted
by  the Administrative Agent to the Lenders that shall have  made
their  payments pursuant to this paragraph and to  the  Swingline
Lender,   as  their  interests  may  appear.   The  purchase   of
participations  in  a Swingline Loan pursuant to  this  paragraph
shall  not  relieve the Borrower of any default  in  the  payment
thereof.
                                                                 
           SECTION  2.06.   Letters  of  Credit.   (a)   General.
Subject  to  the  terms  and conditions  set  forth  herein,  the
Borrower   may  request  the  issuance  of  Letters   of   Credit
denominated  in  Dollars or in Alternate Currency  in  a  minimum
amount  of $100,000 or the Dollar Equivalent thereof for its  own
account,  in  a  form reasonably acceptable to the Administrative
Agent  and  the Issuing Bank, at any time and from time  to  time
during   the   Availability  Period.   In  the   event   of   any
inconsistency between the terms and conditions of this  Agreement
and  the  terms  and conditions of any form of letter  of  credit
application or other agreement submitted by the Borrower  to,  or
entered  into by the Borrower with, the Issuing Bank relating  to
any  Letter of Credit, the terms and conditions of this Agreement
shall control.

          (b)  Notice of Issuance, Amendment, Renewal, Extension;
Certain  Conditions.   To request the issuance  of  a  Letter  of
Credit  (or the amendment, renewal or extension of an outstanding
Letter  of  Credit), the Borrower shall hand deliver or  telecopy
(or  transmit  by  electronic communication, if arrangements  for
doing  so have been approved by the Issuing Bank) to the  Issuing
Bank  and the Administrative Agent (at least three Business  Days
in  advance of the requested date of issuance, amendment, renewal
or  extension) a notice requesting the issuance of  a  Letter  of
Credit,  or  identifying  the Letter of  Credit  to  be  amended,
renewed or extended, the date of issuance, amendment, renewal  or
extension, the date on which such Letter of Credit is  to  expire
(which  shall  comply with paragraph (c) of  this  Section),  the
amount  of  such  Letter of Credit, the name and address  of  the
beneficiary  thereof  and  such other  information  as  shall  be
necessary  to  prepare,  amend, renew or extend  such  Letter  of
Credit.   If  requested by the Issuing Bank,  the  Borrower  also
shall submit a letter of credit application on the Issuing Bank's
standard  form  in connection with any request for  a  Letter  of
Credit.  A Letter of Credit shall be issued, amended, renewed  or
extended  only  if  (and  upon issuance,  amendment,  renewal  or
extension  of each Letter of Credit the Borrower shall be  deemed
to  represent  and  warrant that), after giving  effect  to  such
issuance,  amendment, renewal or extension (i)  the  LC  Exposure
shall  not exceed $200,000,000 (or the Dollar Equivalent thereof)
and (ii) the sum of
<PAGE>
<PAGE>                                                        24

the total Revolving Credit Exposures plus the aggregate principal
amount  of  outstanding Competitive Loans shall  not  exceed  the
total Commitments.
                                                                 
           (c)   Expiration  Date.  Each Letter of  Credit  shall
expire  at  or prior to the close of business on the  earlier  of
(i)  the  date  one year after the date of the issuance  of  such
Letter  of  Credit (or, in the case of any renewal  or  extension
thereof,  one year after such renewal or extension) and (ii)  the
date that is five Business Days prior to the Maturity Date.

           (d)   Participations.  By the issuance of a Letter  of
Credit  (or  an  amendment to a Letter of Credit  increasing  the
amount thereof) and without any further action on the part of the
Issuing  Bank or the Lenders, the Issuing Bank hereby  grants  to
each  Lender,  and each Lender hereby acquires from  the  Issuing
Bank,  a  participation in such Letter of Credit  equal  to  such
Lender's  Applicable Percentage of the aggregate amount available
to be drawn under such Letter of Credit.  In consideration and in
furtherance  of the foregoing, each Lender hereby absolutely  and
unconditionally  agrees to pay to the Administrative  Agent,  for
the  account  of  the  Issuing  Bank,  such  Lender's  Applicable
Percentage of each LC Disbursement made by the Issuing  Bank  and
not  reimbursed  by the Borrower on the date due as  provided  in
paragraph  (e)  of this Section, or of any reimbursement  payment
required  to  be refunded to the Borrower for any  reason.   Each
Lender  acknowledges  and agrees that its obligation  to  acquire
participations pursuant to this paragraph in respect  of  Letters
of Credit is absolute and unconditional and shall not be affected
by  any circumstance whatsoever, including any amendment, renewal
or  extension  of  any  Letter of Credit or  the  occurrence  and
continuance  of  a  Default or reduction or  termination  of  the
Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever.

          (e)  Reimbursement.  If the Issuing Bank shall make any
LC  Disbursement in respect of a Letter of Credit,  the  Borrower
shall   reimburse  such  LC  Disbursement  by   paying   to   the
Administrative Agent an amount equal to such LC Disbursement  not
later  than  12:00 noon, Dallas time, on the date  that  such  LC
Disbursement is made, if the Borrower shall have received  notice
of such LC Disbursement prior to 10:00 a.m., Dallas time, on such
date,  or,  if such notice has not been received by the  Borrower
prior  to such time on such date, then not later than 12:00 noon,
Dallas  time, on (i) the Business Day that the Borrower  receives
such  notice,  if such notice is received prior  to  10:00  a.m.,
Dallas  time,  on  the day of receipt, or (ii) the  Business  Day
immediately  following  the day that the Borrower  receives  such
notice, if such notice is not received prior to such time on  the
day  of  receipt; provided that the Borrower may, subject to  the
conditions  to borrowing set forth herein, request in  accordance
with  Section 2.03 or 2.05 that such payment be financed  with  a
Base  Rate Revolving Borrowing or Swingline Loan in an equivalent
amount  and, to the extent so financed, the Borrower's obligation
to  make  such  payment shall be discharged and replaced  by  the
resulting  Base Rate Revolving Borrowing or Swingline  Loan.   If
the   Borrower  fails  to  make  such  payment  when   due,   the
Administrative  Agent shall notify each Lender of the  applicable
LC
<PAGE>
<PAGE>                                                        25

Disbursement, the payment then due from the Borrower  in  respect
thereof   and   such  Lender's  Applicable  Percentage   thereof.
Promptly following receipt of such notice, each Lender shall  pay
to  the  Administrative Agent its Applicable  Percentage  of  the
payment  then  due  from  the Borrower, in  the  same  manner  as
provided  in  Section 2.07 with respect to  Loans  made  by  such
Lender  (and Section 2.07 shall apply, mutatis mutandis,  to  the
payment obligations of the Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by
it   from  the  Lenders.   Promptly  following  receipt  by   the
Administrative Agent of any payment from the Borrower pursuant to
this  paragraph,  the Administrative Agent shall distribute  such
payment  to the Issuing Bank or, to the extent that Lenders  have
made payments pursuant to this paragraph to reimburse the Issuing
Bank,  then  to  such  Lenders and  the  Issuing  Bank  as  their
interests  may appear.  Any payment made by a Lender pursuant  to
this  paragraph  to  reimburse  the  Issuing  Bank  for  any   LC
Disbursement (other than the funding of Base Rate Revolving Loans
or a Swingline Loan as contemplated above) shall not constitute a
Loan  and  shall  not relieve the Borrower of its  obligation  to
reimburse such LC Disbursement.
                                                                 
           (f)   Obligations Absolute.  The Borrower's obligation
to  reimburse  LC Disbursements as provided in paragraph  (e)  of
this  Section  shall be absolute, unconditional and  irrevocable,
and  shall be performed strictly in accordance with the terms  of
this  Agreement  under any and all circumstances  whatsoever  and
irrespective of:

          (i)       any lack of validity or enforceability of any
     Letter of Credit or this Agreement, or any term or provision
     therein;

           (ii)      any amendment or waiver of or any consent to
     departure from all or any of the provisions of any Letter of
     Credit or this Agreement;

           (iii)      the existence of any claim, setoff, defense
     or   other   right  that  the  Borrower,  any  other   party
     guaranteeing, or otherwise obligated with, the Borrower, any
     Subsidiary  or other Affiliate thereof or any  other  Person
     may  at  any  time  have against the beneficiary  under  any
     Letter of Credit, the Issuing Bank, the Administrative Agent
     or  any  Lender  or any other Person, whether in  connection
     with  this  Agreement  or  any other  related  or  unrelated
     agreement or transaction;

          (iv)      any draft or other document presented under a
     Letter of Credit proving to be forged, fraudulent or invalid
     in  any  respect  or any statement therein being  untrue  or
     inaccurate in any respect;

          (v)       payment by the Issuing Bank under a Letter of
     Credit  against  presentation of a draft or  other  document
     that  does  not  comply with the terms  of  such  Letter  of
     Credit; and
<PAGE>
<PAGE>                                                        26
                                                                 
           (vi)      any other act or omission to act or delay of
     any   kind   of   the   Issuing  Bank,  the   Lenders,   the
     Administrative Agent or any other Person or any other  event
     or circumstance whatsoever, whether or not similar to any of
     the  foregoing, that might, but for the provisions  of  this
     Section,  constitute a legal or equitable discharge  of  the
     Borrower's obligations hereunder.

Neither  the  Administrative Agent, the Lenders nor  the  Issuing
Bank,  nor any of their Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance
or  transfer of any Letter of Credit or any payment or failure to
make  any  payment thereunder, including any of the circumstances
specified  in  clauses (i) through (vi) above,  as  well  as  any
error,  omission, interruption, loss or delay in transmission  or
delivery  of  any draft, notice or other communication  under  or
relating to any Letter of Credit (including any document required
to  make  a  drawing thereunder), any error in interpretation  of
technical terms or any consequence arising from causes beyond the
control  of  the Issuing Bank; provided that the foregoing  shall
not be construed to excuse the Issuing Bank from liability to the
Borrower  to  the  extent of any direct damages  (as  opposed  to
consequential  damages, claims in respect  of  which  are  hereby
waived by the Borrower to the extent permitted by applicable law)
suffered  by  the Borrower that are caused by the Issuing  Bank's
failure  to  exercise the agreed standard of care (as  set  forth
below)   in   determining  whether  drafts  and  other  documents
presented under a Letter of Credit comply with the terms thereof.
The  parties hereto expressly agree that the Issuing  Bank  shall
have  exercised  the agreed standard of care in  the  absence  of
gross  negligence or wilful misconduct on the part of the Issuing
Bank.   Without limiting the generality of the foregoing,  it  is
understood that the Issuing Bank may accept documents that appear
on their face to be in substantial compliance with the terms of a
Letter    of   Credit,   without   responsibility   for   further
investigation,  regardless of any notice or  information  to  the
contrary,  and  may make payment upon presentation  of  documents
that  appear  on their face to be in substantial compliance  with
the  terms  of such Letter of Credit; provided that  the  Issuing
Bank shall have the right, in its sole discretion, to decline  to
accept  such documents and to make such payment if such documents
are  not  in strict compliance with the terms of such  Letter  of
Credit.

           (g)  Disbursement Procedures.  The Issuing Bank shall,
promptly  following  its receipt thereof, examine  all  documents
purporting  to represent a demand for payment under a  Letter  of
Credit.    The   Issuing   Bank   shall   promptly   notify   the
Administrative Agent and the Borrower by telephone (confirmed  by
telecopy) of such demand for payment and whether the Issuing Bank
has  made  or  will make an LC Disbursement thereunder;  provided
that any failure to give or delay in giving such notice shall not
relieve  the Borrower of its obligation to reimburse the  Issuing
Bank and the Lenders with respect to any such LC Disbursement.

           (h)  Interim Interest.  If the Issuing Bank shall make
any  LC  Disbursement, then, unless the Borrower shall  reimburse
such LC Disbursement in full on the date such LC Disbursement  is
made, the unpaid amount thereof shall bear interest, for each day
from  and including the date such LC Disbursement is made to  but
excluding the date that the Borrower reimburses
<PAGE>
<PAGE>                                                        27

such  LC  Disbursement, at the rate per annum then applicable  to
Base  Rate Revolving Loans; provided that, if the Borrower  fails
to   reimburse  such  LC  Disbursement  when  due   pursuant   to
paragraph (e) of this Section, then Section 2.13(e) shall  apply.
Interest  accrued  pursuant to this paragraph shall  be  for  the
account of the Issuing Bank, except that interest accrued on  and
after the date of payment by any Lender pursuant to paragraph (e)
of  this  Section to reimburse the Issuing Bank shall be for  the
account of such Lender to the extent of such payment.
                                                                 
          (i)  Replacement of the Issuing Bank.  The Issuing Bank
may  be  replaced  at  any time by written  agreement  among  the
Borrower, the Administrative Agent, the replaced Issuing Bank and
the  successor  Issuing  Bank.  The  Administrative  Agent  shall
notify  the Lenders of any such replacement of the Issuing  Bank.
At  the  time  any such replacement shall become  effective,  the
Borrower shall pay all unpaid fees accrued for the account of the
replaced  Issuing  Bank pursuant to Section  2.12(b).   From  and
after  the  effective  date  of any  such  replacement,  (i)  the
successor  Issuing Bank shall have all the rights and obligations
of  the Issuing Bank under this Agreement with respect to Letters
of  Credit to be issued thereafter and (ii) references herein  to
the  term  "Issuing  Bank"  shall be  deemed  to  refer  to  such
successor  or to any previous Issuing Bank, or to such  successor
and  all  previous Issuing Banks, as the context  shall  require.
After  the replacement of an Issuing Bank hereunder, the replaced
Issuing  Bank shall remain a party hereto and shall  continue  to
have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to
such  replacement, but shall not be required to issue  additional
Letters of Credit.

           (j)   Cash Collateralization.  If any Event of Default
shall  occur  and  be continuing, on the Business  Day  that  the
Borrower  receives notice from the Administrative  Agent  or  the
Required  Lenders  (or, if the maturity of  the  Loans  has  been
accelerated,  Lenders with LC Exposure representing  at  least  a
majority of the total LC Exposure) demanding the deposit of  cash
collateral pursuant to this paragraph, the Borrower shall deposit
in  an account with the Administrative Agent, in the name of  the
Administrative  Agent  and for the benefit  of  the  Lenders,  an
amount in cash equal to the LC Exposure as of such date plus  any
accrued and unpaid interest thereon; provided that the obligation
to   deposit   such   cash  collateral  shall  become   effective
immediately,  and such deposit shall become immediately  due  and
payable,  without demand or other notice of any  kind,  upon  the
occurrence  of any Event of Default with respect to the  Borrower
described  in  clause (g) or (h) of Article  VII.   Such  deposit
shall  be held by the Administrative Agent as collateral for  the
payment and performance of the obligations of the Borrower  under
this  Agreement.  The Administrative Agent shall  have  exclusive
dominion   and   control,  including  the  exclusive   right   of
withdrawal, over such account.  Other than any interest earned on
the  investment of such deposits, which investments shall be made
at the option and sole discretion of the Administrative Agent and
at  the Borrower's risk and expense, such deposits shall not bear
interest.  Interest or profits, if any, on such investments shall
accumulate  in  such account.  Moneys in such  account  shall  be
applied by
<PAGE>
<PAGE>                                                       28

the  Administrative Agent to reimburse the Issuing  Bank  for  LC
Disbursements for which it has not been reimbursed  and,  to  the
extent not so applied, shall be held for the satisfaction of  the
reimbursement obligations of the Borrower for the LC Exposure  at
such  time  or, if the maturity of the Loans has been accelerated
(but   subject  to  the  consent  of  Lenders  with  LC  Exposure
representing  at least a majority of the total LC  Exposure),  be
applied  to satisfy other obligations of the Borrower under  this
Agreement.  If the Borrower is required to provide an  amount  of
cash  collateral  hereunder as a result of the occurrence  of  an
Event  of  Default,  such amount (to the extent  not  applied  as
aforesaid)  shall  be  returned  to  the  Borrower  within  three
Business  Days  after all Events of Default have  been  cured  or
waived.
                                                                 
          (k)  Alternate Currency.  In the event that a Letter of
Credit  denominated  in  the Alternate  Currency  (an  "Alternate
Currency  Letter of Credit") is issued pursuant to  this  Section
2.06,  the  following  provisions shall apply  so  long  as  such
Alternate Currency Letter of Credit or any LC Exposure in respect
thereof is outstanding:

              (i)  Such Alternate Currency Letter of Credit shall
     be a Letter of Credit for all purposes of this Agreement.

             (ii)   For purposes of determining Revolving  Credit
     Exposure, the amount of LC Exposures in respect of Alternate
     Currency  Letters  of Credit shall be, as  of  any  date  of
     determination,  the  Dollar  Equivalent  of  the   Alternate
     Currency amount of such LC Exposures.

           (iii)   For purposes of determining participation fees
     and  fronting  fees  payable  under  Section  2.12,  the  LC
     Exposure  to be drawn under an Alternate Currency Letter  of
     Credit  shall  be  the Dollar Equivalent  of  the  Alternate
     Currency  amount available to be drawn under such  Alternate
     Currency Letter of Credit as of the first day of each  month
     (or,  if  later  during such month, the date on  which  such
     Alternate  Currency Letter of Credit is issued)  during  the
     period in respect of which such fees are payable.

             (iv)   The  obligation of each  Lender  to  pay  its
     Applicable  Percentage of each LC Disbursement made  by  the
     Issuing Bank in respect of an unreimbursed drawing under  an
     Alternate  Currency  Letter of Credit  pursuant  to  Section
     2.06(d) shall be to pay to the Issuing Bank an amount  equal
     to   such  Lender's  Applicable  Percentage  of  the  Dollar
     Equivalent (as determined pursuant to paragraph (vi)  below)
     of such unreimbursed drawing.

              (v)  The obligation of the Borrower to reimburse LC
Disbursements  made  by  the Issuing  Bank  pursuant  to  Section
2.06(e)  in respect of a drawing made under an Alternate Currency
Letter  of  Credit  shall be to reimburse  the  Issuing  Bank  in
Dollars  in an amount equal to the Dollar Equivalent on the  date
of   such  drawing  of  the  Alternate  Currency  amounts  to  be
reimbursed  in  respect of such drawing; interest  payable  under
Section  2.06(h)  shall  be  payable in  Dollars  on  the  Dollar
Equivalent of any and all amounts
<PAGE>
<PAGE>                                                        29

     remaining   unpaid  by  the  Borrower  in  respect   of   LC
     Disbursements  paid  under an Alternate Currency  Letter  of
     Credit;  and  any Loan requested or deemed requested  to  be
     made pursuant to Section 2.06(e) shall be in an amount equal
     to  the  Dollar  Equivalent (as determined pursuant  to  the
     first  clause  of this paragraph) of the Alternate  Currency
     amount  of the drawing in respect of which such Loan  is  so
     requested.
                                                                 
             (vi)    In   addition   to  its  obligations   under
     Section  5.01,  the Borrower shall from time to  time,  upon
     request  of  the  Administrative  Agent,  deliver   to   the
     Administrative  Agent  a calculation  in  reasonable  detail
     showing  the amount of the unused Commitments, utilizing  in
     such  calculation the Dollar Equivalent of the LC  Exposures
     in respect of Alternate Currency Letters of Credit.

          SECTION 2.07.  Funding of Borrowings.  (a)  Each Lender
shall  make each Loan to be made by it hereunder on the  proposed
date  thereof by wire transfer of immediately available funds  by
12:00  noon,  Dallas  time, to the account of the  Administrative
Agent  most recently designated by it for such purpose by  notice
to  the  Lenders; provided that Swingline Loans shall be made  as
provided  in  Section 2.05.  The Administrative Agent  will  make
such  Loans  available to the Borrower by promptly crediting  the
amounts so received, in like funds, to an account of the Borrower
and  designated  by  the  Borrower in  the  applicable  Borrowing
Request  or  Competitive  Bid Request; provided  that  Base  Rate
Revolving  Loans  made  to finance the  reimbursement  of  an  LC
Disbursement as provided in Section 2.06(e) shall be remitted  by
the Administrative Agent to the Issuing Bank.

            (b)   Unless  the  Administrative  Agent  shall  have
received notice from a Lender prior to the proposed date  of  any
Borrowing  that  such  Lender will  not  make  available  to  the
Administrative  Agent such Lender's share of such Borrowing,  the
Administrative Agent may assume that such Lender  has  made  such
share available on such date in accordance with paragraph (a)  of
this  Section  and  may, in reliance upon such  assumption,  make
available to the Borrower a corresponding amount.  In such event,
if  a  Lender  has not in fact made its share of  the  applicable
Borrowing  available  to  the  Administrative  Agent,  then   the
applicable Lender and the Borrower severally agree to pay to  the
Administrative  Agent  forthwith  on  demand  such  corresponding
amount with interest thereon, for each day from and including the
date  such  amount  is  made available to  the  Borrower  to  but
excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the Federal Funds Rate or (ii) in the
case  of the Borrower, the interest rate applicable to Base  Rate
Loans.   If  such  Lender pays such amount to the  Administrative
Agent,  then  such  amount shall constitute  such  Lender's  Loan
included in such Borrowing.

          SECTION 2.08.  Interest Elections.  (a)  Each Revolving
Borrowing  initially  shall  be of  the  Type  specified  in  the
applicable  Borrowing Request and, in the case  of  a  Eurodollar
Revolving  Borrowing, shall have an initial  Interest  Period  as
specified in such Borrowing Request.  Thereafter, the
<PAGE>
<PAGE>                                                      30

Borrower may elect to convert such Borrowing to a different  Type
or  to  continue such Borrowing and, in the case of a  Eurodollar
Revolving Borrowing, may elect Interest Periods therefor, all  as
provided  in  this  Section.  The Borrower  may  elect  different
options  with  respect  to  different portions  of  the  affected
Borrowing,  in  which case each such portion shall  be  allocated
ratably  among  the  Lenders holding the  Loans  comprising  such
Borrowing,  and the Loans comprising each such portion  shall  be
considered a separate Borrowing.  This Section shall not apply to
Competitive Borrowings or Swingline Borrowings, which may not  be
converted or continued.
                                                                 
           (b)  To make an election pursuant to this Section, the
Borrower  shall notify the Administrative Agent of such  election
by  telephone  by  the  time that a Borrowing  Request  would  be
required  under  Section 2.03 if the Borrower were  requesting  a
Revolving  Borrowing of the Type resulting from such election  to
be  made  on  the  effective date of such  election.   Each  such
telephonic  Interest Election Request shall  be  irrevocable  and
shall  be confirmed promptly by hand delivery or telecopy to  the
Administrative Agent of a written Interest Election Request in  a
form  approved  by  the Administrative Agent and  signed  by  the
Borrower.

           (c)   Each  telephonic and written  Interest  Election
Request  shall  specify the following information  in  compliance
with Section 2.02:

          (i)       the Borrowing to which such Interest Election
     Request  applies and, if different options are being elected
     with  respect  to different portions thereof,  the  portions
     thereof  to  be  allocated to each resulting  Borrowing  (in
     which  case  the  information to be  specified  pursuant  to
     clauses  (iii)  and (iv) below shall be specified  for  each
     resulting Borrowing);

           (ii)       the  effective date of  the  election  made
     pursuant to such Interest Election Request, which shall be a
     Business Day;

           (iii)     whether the resulting Borrowing is to  be  a
     Base Rate Borrowing or a Eurodollar Borrowing; and

           (iv)       if  the resulting Borrowing is a Eurodollar
     Borrowing,  the  Interest Period to  be  applicable  thereto
     after  giving  effect to such election,  which  shall  be  a
     period  contemplated by the definition of the term "Interest
     Period".

If  any  such  Interest  Election Request requests  a  Eurodollar
Borrowing  but  does  not specify an Interest  Period,  then  the
Borrower  shall be deemed to have selected an Interest Period  of
one month's duration.

          (d)  Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the
details  thereof and of such Lender's portion of  each  resulting
Borrowing.
<PAGE>
<PAGE>                                                        31
                                                                 
          (e)  If the Borrower fails to deliver a timely Interest
Election Request with respect to a Eurodollar Revolving Borrowing
prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of
such  Interest Period such Borrowing shall be converted to a Base
Rate  Borrowing.  Notwithstanding any contrary provision  hereof,
if  an  Event of Default has occurred and is continuing  and  the
Administrative Agent, at the request of the Required Lenders,  so
notifies  the Borrower, then, so long as an Event of  Default  is
continuing  (i)  no  outstanding  Revolving  Borrowing   may   be
converted  to  or  continued as a Eurodollar Borrowing  and  (ii)
unless  repaid,  each  Eurodollar Revolving  Borrowing  shall  be
converted  to  a Base Rate Borrowing at the end of  the  Interest
Period applicable thereto.

            SECTION   2.09.    Termination   and   Reduction   of
Commitments.  (a)  Unless previously terminated, the  Commitments
shall terminate on the Maturity Date.

           (b)   The Borrower may at any time terminate, or  from
time  to  time  reduce, the Commitments; provided that  (i)  each
reduction  of the Commitments shall be in an amount  that  is  an
integral  multiple of $5,000,000 and (ii) the Borrower shall  not
terminate  or reduce the Commitments if, after giving  effect  to
any concurrent prepayment of the Loans in accordance with Section
2.11,  the  sum  of  the  Revolving  Credit  Exposures  plus  the
aggregate principal amount of outstanding Competitive Loans would
exceed the total Commitments.

          (c)  The Borrower shall notify the Administrative Agent
of  any  election  to terminate or reduce the  Commitments  under
paragraph (b) of this Section at least three Business Days  prior
to   the   effective  date  of  such  termination  or  reduction,
specifying   such  election  and  the  effective  date   thereof.
Promptly  following  receipt  of any notice,  the  Administrative
Agent  shall  advise the Lenders of the contents  thereof.   Each
notice  delivered by the Borrower pursuant to this Section  shall
be  irrevocable;  provided that a notice of  termination  of  the
Commitments delivered by the Borrower may state that such  notice
is conditioned upon the effectiveness of other credit facilities,
in  which  case  such notice may be revoked by the  Borrower  (by
notice  to  the Administrative Agent on or prior to the specified
effective  date)  if  such  condition  is  not  satisfied.    Any
termination  or reduction of the Commitments shall be  permanent.
Each reduction of the Commitments shall be made ratably among the
Lenders in accordance with their respective Commitments.

           SECTION  2.10.  Repayment of Loans; Evidence of  Debt.
(a)   The Borrower hereby unconditionally promises to pay (i)  to
the  Administrative Agent for the account of each Lender the then
unpaid  principal amount of each Revolving Loan on  the  Maturity
Date,  (ii) to the Administrative Agent for the account  of  each
Lender making a Competitive Loan the then unpaid principal amount
of  each Competitive Loan on the last day of the Interest  Period
applicable  to  such Loan and (iii) to the Swingline  Lender  the
then  unpaid  principal  amount of each  Swingline  Loan  on  the
earlier  of  the  Maturity Date and the seventh  day  after  such
Swingline  Loan  is  made; provided that  on  each  date  that  a
Revolving  Borrowing  or  Competitive  Borrowing  is  made,   the
Borrower
<PAGE>
<PAGE>                                                       32

shall repay all Swingline Loans that were outstanding on the date
such Revolving Loan or Competitive Loan was requested.
                                                                 
           (b)  Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness
of  the Borrower to such Lender resulting from each Loan made  by
such  Lender,  including  the amounts of principal  and  interest
payable and paid to such Lender from time to time hereunder.

           (c)   The Administrative Agent shall maintain accounts
in  which  it  shall  record (i) the amount  of  each  Loan  made
hereunder,  the  Class and Type thereof and the  Interest  Period
applicable thereto, (ii) the amount of any principal or  interest
due and payable or to become due and payable from the Borrower to
each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders
and each Lender's share thereof.

           (d)   The  entries  made  in the  accounts  maintained
pursuant  to paragraph (b) or (c) of this Section shall be  prima
facie  evidence  of the existence and amounts of the  obligations
recorded therein; provided that the failure of any Lender or  the
Administrative  Agent  to maintain such  accounts  or  any  error
therein  shall  not  in any manner affect the obligation  of  the
Borrower to repay the Loans in accordance with the terms of  this
Agreement.

           (e)   Any Lender may request that Loans made by it  be
evidenced  by  a  promissory note.  In such event,  the  Borrower
shall  prepare, execute and deliver to such Lender  a  promissory
note  payable  to the order of such Lender (or, if  requested  by
such Lender, to such Lender and its registered assigns) and in  a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon  shall  at
all  times (including after assignment pursuant to Section  9.04)
be  represented  by  one or more promissory notes  in  such  form
payable  to  the order of the payee named therein  (or,  if  such
promissory  note  is  a registered note, to such  payee  and  its
registered assigns).

          SECTION  2.11.  Prepayment of Loans.  (a)  The Borrower
shall  have the right at any time and from time to time to prepay
any  Borrowing  in whole or in part, subject to prior  notice  in
accordance with paragraph (b) of this Section; provided that  the
Borrower shall not have the right to prepay any Competitive  Loan
without the prior consent of the Lender thereof.

           (b)   The  Borrower  shall notify  the  Administrative
Agent  (and, in the case of prepayment of a Swingline  Loan,  the
Swingline  Lender) by telephone (confirmed by  telecopy)  of  any
prepayment  hereunder  (i)  in  the  case  of  prepayment  of   a
Eurodollar Revolving Borrowing, not later than 11:00 a.m., Dallas
time, three Business Days before the date of prepayment, (ii)  in
the  case  of prepayment of a Base Rate Revolving Borrowing,  not
later  than 11:00 a.m., Dallas time, one Business Day before  the
date  of  prepayment  or (iii) in the case  of  prepayment  of  a
Swingline  Loan, not later than 12:00 noon, Dallas time,  on  the
date of prepayment.  Each such notice shall be irrevocable and
<PAGE>
<PAGE>                                                       33

shall  specify  the prepayment date and the principal  amount  of
each  Borrowing or portion thereof to be prepaid; provided  that,
if  a  notice  of  prepayment  is  given  in  connection  with  a
conditional   notice  of  termination  of  the   Commitments   as
contemplated by Section 2.09, then such notice of prepayment  may
be revoked if such notice of termination is revoked in accordance
with Section 2.09.  Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall
advise  the  Lenders  of  the contents  thereof.    Each  partial
prepayment of any Revolving Borrowing shall be in an amount  that
would  be  permitted  in the case of an advance  of  a  Revolving
Borrowing  of  the same Type as provided in Section  2.02.   Each
prepayment  of a Revolving Borrowing shall be applied ratably  to
the  Loans included in the prepaid Borrowing.  Prepayments  shall
be  accompanied  by  accrued interest to the extent  required  by
Section 2.13.
                                                                 
           SECTION  2.12.  Fees.  (a)  The Borrower agrees to pay
to  the  Administrative Agent for the account of  each  Lender  a
commitment fee, which shall accrue at the Applicable Rate on  the
daily  amount of the unused Commitment of such Lender during  the
period from and including the Effective Date to but excluding the
date  on  which  such Commitment terminates,  provided  that  for
purposes  of calculating a Lender's unused Commitment under  this
subsection  2.12(a), such Lender's Swingline  Exposure  shall  be
zero.  Accrued commitment fees shall be payable in arrears on the
last day of March, June, September and December of each year  and
on the date on which the Commitments terminate, commencing on the
first  such  date to occur after the date hereof.  All commitment
fees  shall  be computed on the basis of a year of 360  days  and
shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

            (b)    The  Borrower  agrees  to  pay  (i)   to   the
Administrative   Agent  for  the  account  of   each   Lender   a
participation fee with respect to its participations  in  Letters
of  Credit, which shall accrue at a rate per annum equal  to  the
Applicable  Rate  applicable to interest on Eurodollar  Revolving
Loans  on  the average daily amount of such Lender's LC  Exposure
(excluding  any  portion thereof attributable to unreimbursed  LC
Disbursements) during the period from and including the Effective
Date  to  but  excluding  the later of the  date  on  which  such
Lender's Commitment terminates and the date on which such  Lender
ceases  to have any LC Exposure, and (ii) to the Issuing  Bank  a
fronting  fee, which shall be the greater of (A) $500 or  (B)  an
amount equal to .10% per annum on the average daily amount of the
LC  Exposure  (excluding  any  portion  thereof  attributable  to
unreimbursed  LC  Disbursements)  during  the  period  from   and
including  the Effective Date to but excluding the later  of  the
date  of  termination of the Commitments and the  date  on  which
there ceases to be any LC Exposure, as well as the Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or
extension  of  any  Letter of Credit or  processing  of  drawings
thereunder.  Participation fees and fronting fees accrued through
and including the last day of March, June, September and December
of each year shall be payable on the third Business Day following
such  last day, commencing on the first such date to occur  after
the  Effective Date; provided that all such fees shall be payable
on  the date on which the Commitments terminate and any such fees
accruing after the date on which the
<PAGE>
<PAGE>                                                        34

Commitments terminate shall be payable on demand.  Any other fees
payable  to the Issuing Bank pursuant to this paragraph shall  be
payable within 10 days after demand.  All participation fees  and
fronting  fees shall be computed on the basis of a  year  of  360
days  and shall be payable for the actual number of days  elapsed
(including the first day but excluding the last day).
                                                                 
           (c)   The  Borrower agrees to pay to the  Agents,  for
their  own accounts, fees payable in the amounts and at the times
separately agreed upon between the Borrower and the Agents.

           (d)   All fees payable hereunder shall be paid on  the
dates  due, in immediately available funds, to the Administrative
Agent (or to the Issuing Bank, in the case of fees payable to it)
for   distribution,   in  the  case  of   commitment   fees   and
participation  fees,  to the Lenders.  Fees  paid  shall  not  be
refundable under any circumstances.

           SECTION   2.13.  Interest.  (a)  The Loans  comprising
each  Base Rate Borrowing shall bear interest at a rate per annum
equal to the Base Rate.

           (b)   The  Loans comprising each Eurodollar  Borrowing
shall bear interest at a rate per annum equal to (i) in the  case
of  a  Eurodollar Revolving Loan, the Adjusted LIBO Rate for  the
Interest  Period in effect for such Borrowing plus the Applicable
Rate,  or (ii) in the case of a Eurodollar Competitive Loan,  the
LIBO  Rate  for the Interest Period in effect for such  Borrowing
plus  (or  minus,  as applicable) the Margin applicable  to  such
Loan.

           (c)  Each Absolute Rate Loan shall bear interest at  a
rate  per  annum  equal to the Absolute Rate applicable  to  such
Loan.

          (d)  Each Swing Line Loan shall bear interest at a rate
per  annum  equal to the Federal Funds Rate plus  the  Applicable
Rate applicable to Eurodollar Loans.

          (e)  Notwithstanding the foregoing, if any principal of
or interest on any Loan or any fee or other amount payable by the
Borrower  hereunder  is  not paid when  due,  whether  at  stated
maturity,  upon  acceleration or otherwise, such  overdue  amount
shall bear interest, after as well as before judgment, at a  rate
per  annum equal to (i) in the case of overdue principal  of  any
Loan,  2%  plus the  rate otherwise applicable to  such  Loan  as
provided above or (ii) in the case of any other amount,  2%  plus
the rate applicable to Base Rate Loans as provided above.

           (f)  Accrued interest on each Loan shall be payable in
arrears  on  each Interest Payment Date for such  Loan;  provided
that  (i)  interest  accrued pursuant to paragraph  (e)  of  this
Section  shall  be payable on demand, (ii) in the  event  of  any
repayment or prepayment of any Loan (other than a prepayment of a
Base  Rate  Revolving Loan prior to the end of  the  Availability
Period),  accrued  interest  on the principal  amount  repaid  or
prepaid shall be payable on
<PAGE>
<PAGE>                                                        35

the  date of such repayment or prepayment, (iii) in the event  of
any  conversion of any Eurodollar Revolving Loan prior to the end
of the current Interest Period therefor, accrued interest on such
Loan  shall  be payable on the effective date of such  conversion
and  (iv)  all accrued interest shall be payable upon termination
of the Commitments.
                                                                 
           (g)   All interest hereunder shall be computed on  the
basis  of  a  year of 360 days, except that interest computed  by
reference to the Base Rate at times when the Base Rate  is  based
on the Prime Rate shall be computed on the basis of a year of 365
days  (or  366  days in a leap year), and in each case  shall  be
payable  for  the  actual number of days elapsed  (including  the
first day but excluding the last day).  The applicable Base Rate,
Adjusted  LIBO  Rate  or LIBO Rate shall  be  determined  by  the
Administrative Agent, and such determination shall be  conclusive
absent manifest error.

           SECTION  2.14.  Alternate Rate of Interest.  If  prior
to  the  commencement  of any Interest Period  for  a  Eurodollar
Borrowing:

            (a)    the  Administrative  Agent  determines  (which
     determination  shall  be conclusive absent  manifest  error)
     that  adequate  and  reasonable  means  do  not  exist   for
     ascertaining  the Adjusted LIBO Rate or the  LIBO  Rate,  as
     applicable, for such Interest Period; or

           (b)   the  Administrative  Agent  is  advised  by  the
     Required   Lenders  (or,  in  the  case  of   a   Eurodollar
     Competitive Loan, the Lender that is required to  make  such
     Loan)  that  the  Adjusted LIBO Rate or the  LIBO  Rate,  as
     applicable, for such Interest Period will not adequately and
     fairly  reflect  the  cost to such Lenders  (or  Lender)  of
     making or maintaining their Loans (or its Loan) included  in
     such Borrowing for such Interest Period;

then  the Administrative Agent shall give notice thereof  to  the
Borrower and the Lenders by telephone or telecopy as promptly  as
practicable  thereafter  and,  until  the  Administrative   Agent
notifies  the  Borrower  and the Lenders that  the  circumstances
giving  rise  to  such notice no longer exist, (i)  any  Interest
Election  Request that requests the conversion of  any  Revolving
Borrowing  to, or continuation of any Revolving Borrowing  as,  a
Eurodollar Borrowing shall be ineffective, (ii) if any  Borrowing
Request requests a Eurodollar Revolving Borrowing, such Borrowing
shall  be made as a Base Rate Borrowing and (iii) any request  by
the  Borrower  for  a Eurodollar Competitive Borrowing  shall  be
ineffective; provided that (A) if the circumstances  giving  rise
to  such  notice do not affect all the Lenders, then requests  by
the Borrower for Eurodollar Competitive Borrowings may be made to
Lenders   that  are  not  affected  thereby  and   (B)   if   the
circumstances giving rise to such notice affect only one Type  of
Borrowings, then the other Type of Borrowings shall be permitted.

          SECTION  2.15.  Increased Costs.  (a)  If any Change in
Law shall:
<PAGE>
<PAGE>                                                       36
                                                                 
            (i)        impose,  modify  or  deem  applicable  any
     reserve,  special  deposit  or similar  requirement  against
     assets  of, deposits with or for the account of,  or  credit
     extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or the Issuing Bank; or

           (ii)      impose on any Lender or the Issuing Bank  or
     the  London  interbank market any other condition  affecting
     this  Agreement or Eurodollar Loans or Absolute  Rate  Loans
     made by such Lender or any Letter of Credit or participation
     therein;

and  the result of any of the foregoing shall be to increase  the
cost  to such Lender of making or maintaining any Eurodollar Loan
or  Absolute Rate Loan (or of maintaining its obligation to  make
any  such  Loan) or to increase the cost to such  Lender  or  the
Issuing  Bank  of  participating in, issuing or  maintaining  any
Letter  of Credit or to reduce the amount of any sum received  or
receivable by such Lender or the Issuing Bank hereunder  (whether
of  principal, interest or otherwise), then the Borrower will pay
to  such  Lender or the Issuing Bank, as the case  may  be,  such
additional  amount or amounts as will compensate such  Lender  or
the  Issuing Bank, as the case may be, for such additional  costs
incurred or reduction suffered.

           (b)  If any Lender or the Issuing Bank determines that
any  Change  in Law regarding capital requirements has  or  would
have  the  effect of reducing the rate of return on such Lender's
or  the Issuing Bank's capital or on the capital of such Lender's
or  the  Issuing Bank's holding company, if any, as a consequence
of  this  Agreement  or the Loans made by, or  participations  in
Letters of Credit held by, such Lender, or the Letters of  Credit
issued  by  the  Issuing Bank, to a level below that  which  such
Lender or the Issuing Bank or such Lender's or the Issuing Bank's
holding  company could have achieved but for such Change  in  Law
(taking  into  consideration such Lender's or the Issuing  Bank's
policies and the policies of such Lender's or the Issuing  Bank's
holding company with respect to capital adequacy), then from time
to time the Borrower will pay to such Lender or the Issuing Bank,
as  the  case may be, such additional amount or amounts  as  will
compensate  such Lender or the Issuing Bank or such  Lender's  or
the  Issuing  Bank's  holding  company  for  any  such  reduction
suffered.

           (c)   A  certificate of a Lender or the  Issuing  Bank
setting forth the amount or amounts necessary to compensate  such
Lender  or the Issuing Bank or its holding company, as  the  case
may  be,  as  specified in paragraph (a) or (b) of  this  Section
shall be delivered to the Borrower and shall be conclusive absent
manifest  error.   The  Borrower shall pay  such  Lender  or  the
Issuing Bank, as the case may be, the amount shown as due on  any
such certificate within 10 days after receipt thereof.

           (d)  Failure or delay on the part of any Lender or the
Issuing  Bank  to  demand compensation pursuant to  this  Section
shall  not  constitute a waiver of such Lender's or  the  Issuing
Bank's  right  to  demand such compensation;  provided  that  the
Borrower  shall  not be required to compensate a  Lender  or  the
Issuing Bank pursuant to this Section for any increased costs or
<PAGE>
<PAGE>                                                       37

reductions incurred more than six months prior to the  date  that
such Lender or the Issuing Bank, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs
or  reductions  and  of  such  Lender's  or  the  Issuing  Bank's
intention to claim compensation therefor; provided further  that,
if  the  Change  in  Law giving rise to such increased  costs  or
reductions is retroactive, then the six-month period referred  to
above  shall  be  extended to include the period  of  retroactive
effect thereof.
                                                                 
           (e)   Notwithstanding the foregoing provisions of this
Section,  a Lender shall not be entitled to compensation pursuant
to  this Section in respect of any Competitive Loan if the Change
in Law that would otherwise entitle it to such compensation shall
have   been  publicly  announced  prior  to  submission  of   the
Competitive Bid pursuant to which such Loan was made.

           SECTION  2.16.  Break Funding Payments.  In the  event
of  (a)  the payment of any principal of any Eurodollar  Loan  or
Absolute  Rate  Loan other than on the last day  of  an  Interest
Period  applicable thereto (including as a result of an Event  of
Default), (b) the conversion of any Eurodollar Loan other than on
the  last day of the Interest Period applicable thereto, (c)  the
failure to borrow, convert, continue or prepay any Revolving Loan
on  the  date  specified in any notice delivered pursuant  hereto
(regardless  of whether such notice is permitted to be  revocable
under  Section  2.11(b)  and is revoked in accordance  herewith),
(d)  the  failure to borrow any Competitive Loan after  accepting
the  Competitive Bid to make such Loan, or (e) the assignment  of
any  Eurodollar Loan or Absolute Rate Loan other than on the last
day  of the Interest Period applicable thereto as a result  of  a
request  by the Borrower pursuant to Section 2.19, then,  in  any
such  event,  the Borrower shall compensate each Lender  for  the
loss,  cost and expense attributable to such event.  In the  case
of  a Eurodollar Loan, the loss to any Lender attributable to any
such  event  shall be deemed to include an amount  determined  by
such  Lender to be equal to the excess, if any, of (i) the amount
of interest that such Lender would pay for a deposit equal to the
principal  amount of such Loan for the period from  the  date  of
such  payment, conversion, failure or assignment to the last  day
of  the  then current Interest Period for such Loan (or,  in  the
case of a failure to borrow, convert or continue, the duration of
the Interest Period that would have resulted from such borrowing,
conversion or continuation) if the interest rate payable on  such
deposit  were  equal to the Adjusted LIBO Rate for such  Interest
Period,  over (ii) the amount of interest that such Lender  would
earn on such principal amount for such period if such Lender were
to  invest such principal amount for such period at the  interest
rate  that would be bid by such Lender (or an affiliate  of  such
Lender)  for  dollar deposits from other banks in the  eurodollar
market at the commencement of such period.  A certificate of  any
Lender  setting forth any amount or amounts that such  Lender  is
entitled  to receive pursuant to this Section shall be  delivered
to  the  Borrower and shall be conclusive absent manifest  error.
The Borrower shall pay such Lender the amount shown as due on any
such certificate within 10 days after receipt thereof.
<PAGE>
<PAGE>                                                       38
                                                                 
          SECTION  2.17.  Taxes.  (a)  Any and all payments by or
an  account of any obligation of the Borrower hereunder shall  be
made  free and clear of and without deduction for any Indemnified
Taxes  or  Other  Taxes; provided that if the Borrower  shall  be
required to deduct any Indemnified Taxes or Other Taxes from such
payments,  then  (i)  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) the Administrative Agent, Lender or Issuing Bank (as the
case  may  be) receives an amount equal to the sum it would  have
received  had  no  such deductions been made, (ii)  the  Borrower
shall  make such deductions and (iii) the Borrower shall pay  the
full  amount  deducted to the relevant Governmental Authority  in
accordance with applicable law.

           (b)   In  addition, the Borrower shall pay  any  Other
Taxes  to the relevant Governmental Authority in accordance  with
applicable law.

           (c)   The  Borrower shall indemnify the Administrative
Agent,  each  Lender and the Issuing Bank, within 10  days  after
written  demand therefor, for the full amount of any  Indemnified
Taxes  or Other Taxes (including Indemnified Taxes or Other Taxes
imposed  or asserted on or attributable to amounts payable  under
this  Section) paid by the Administrative Agent, such  Lender  or
the Issuing Bank, as the case may be, and any penalties, interest
and   reasonable  expenses  arising  therefrom  or  with  respect
thereto,  whether or not such Indemnified Taxes  or  Other  Taxes
were  correctly  or legally imposed or asserted by  the  relevant
Governmental Authority.  A certificate as to the amount  of  such
payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or
on  behalf  of a Lender or the Issuing Bank, shall be  conclusive
absent manifest error.

           (d)   As  soon  as practicable after  any  payment  of
Indemnified   Taxes  or  Other  Taxes  by  the  Borrower   to   a
Governmental  Authority,  the  Borrower  shall  deliver  to   the
Administrative  Agent  the original or  a  certified  copy  of  a
receipt  issued  by such Governmental Authority  evidencing  such
payment,  a  copy of the return reporting such payment  or  other
evidence   of  such  payment  reasonably  satisfactory   to   the
Administrative Agent.

           (e)   Any  Foreign  Lender  that  is  entitled  to  an
exemption from or reduction of withholding tax under the  law  of
the  jurisdiction in which the Borrower is located, or any treaty
to  which  such jurisdiction is a party, with respect to payments
under  this Agreement shall deliver to the Borrower (with a  copy
to  the Administrative Agent), at the time or times prescribed by
applicable  law  or  reasonably requested by the  Borrower,  such
properly  completed  and  executed  documentation  prescribed  by
applicable  law as will permit such payments to be  made  without
withholding or at a reduced rate.

          SECTION  2.18.  Payments Generally; Pro Rata Treatment;
Sharing  of Set-offs.  (a)  The Borrower shall make each  payment
required  to  be  made  by  it hereunder (whether  of  principal,
interest, fees or reimbursement of LC
<PAGE>
<PAGE>                                                       39

Disbursements, or under Section 2.15, 2.16 or 2.17, or otherwise)
prior  to  12:00  noon, Dallas time, on the  date  when  due,  in
immediately  available  funds, without set-off  or  counterclaim.
Any  amounts  received after such time on any date  may,  in  the
discretion  of the Administrative Agent, be deemed to  have  been
received  on  the  next succeeding Business Day for  purposes  of
calculating interest thereon.  All such payments shall be made to
the  Administrative Agent at its offices at 901 Main Street, 14th
Floor,  Dallas, Texas  75202, except payments to be made directly
to  the  Issuing  Bank or Swingline Lender as expressly  provided
herein and except that payments pursuant to Sections 2.15,  2.16,
2.17  and  9.03  shall be made directly to the  Persons  entitled
thereto.   The  Administrative Agent shall  distribute  any  such
payments  received by it for the account of any other  Person  to
the appropriate recipient promptly following receipt thereof.  If
any  payment  hereunder shall be due on  a  day  that  is  not  a
Business Day, the date for payment shall be extended to the  next
succeeding Business Day, and, in the case of any payment accruing
interest,  interest thereon shall be payable for  the  period  of
such extension.  All payments hereunder shall be made in dollars.

           (b)  If at any time insufficient funds are received by
and  available  to  the Administrative Agent  to  pay  fully  all
amounts of principal, unreimbursed LC Disbursements, interest and
fees  then due hereunder, such funds shall be applied (i)  first,
to  pay  interest and fees then due hereunder, ratably among  the
parties  entitled  thereto  in accordance  with  the  amounts  of
interest  and fees then due to such parties, and (ii) second,  to
pay   principal  and  unreimbursed  LC  Disbursements  then   due
hereunder,   ratably  among  the  parties  entitled  thereto   in
accordance  with  the  amounts of principal and  unreimbursed  LC
Disbursements then due to such parties.

           (c)   If any Lender shall, by exercising any right  of
set-off  or counterclaim or otherwise, obtain payment in  respect
of  any principal of or interest on any of its Revolving Loans or
participations  in LC Disbursements or Swingline Loans  resulting
in  such Lender receiving payment of a greater proportion of  the
aggregate amount of its Revolving Loans and participations in  LC
Disbursements  and Swingline Loans and accrued  interest  thereon
than the proportion received by any other Lender, then the Lender
receiving  such greater proportion shall purchase  (for  cash  at
face   value)   participations  in  the   Revolving   Loans   and
participations in LC Disbursements and Swingline Loans  of  other
Lenders  to the extent necessary so that the benefit of all  such
payments  shall  be shared by the Lenders ratably  in  accordance
with the aggregate amount of principal of and accrued interest on
their  respective  Revolving  Loans  and  participations  in   LC
Disbursements and Swingline Loans; provided that (i) if any  such
participations  are  purchased and all  or  any  portion  of  the
payment  giving  rise thereto is recovered,  such  participations
shall  be rescinded and the purchase price restored to the extent
of  such  recovery, without interest, and (ii) the provisions  of
this  paragraph  shall not be construed to apply to  any  payment
made  by  the  Borrower pursuant to and in  accordance  with  the
express  terms  of this Agreement or any payment  obtained  by  a
Lender  as  consideration for the assignment  of  or  sale  of  a
participation  in  any  of  its Loans  or  participations  in  LC
Disbursements to any assignee or participant, other than  to  the
Borrower or any Subsidiary or Affiliate thereof (as to which  the
provisions of this paragraph shall apply).  The Borrower
<PAGE>
<PAGE>                                                        40

consents  to  the  foregoing and agrees, to  the  extent  it  may
effectively do so under applicable law, that any Lender acquiring
a  participation  pursuant  to  the  foregoing  arrangements  may
exercise  against the Borrower rights of set-off and counterclaim
with  respect  to such participation as fully as if  such  Lender
were  a  direct  creditor of the Borrower in the amount  of  such
participation.

            (d)   Unless  the  Administrative  Agent  shall  have
received notice from the Borrower prior to the date on which  any
payment is due to the Administrative Agent for the account of the
Lenders or the Issuing Bank hereunder that the Borrower will  not
make  such payment, the Administrative Agent may assume that  the
Borrower  has  made  such  payment on  such  date  in  accordance
herewith and may, in reliance upon such assumption, distribute to
the  Lenders or the Issuing Bank, as the case may be, the  amount
due.   In  such event, if the Borrower has not in fact made  such
payment,  then each of the Lenders or the Issuing  Bank,  as  the
case  may  be,  severally agrees to repay to  the  Administrative
Agent  forthwith  on  demand the amount so  distributed  to  such
Lender  or Issuing Bank with interest thereon, for each day  from
and  including the date such amount is distributed to it  to  but
excluding the date of payment to the Administrative Agent, at the
Federal Funds Rate.

           (e)   If  any  Lender shall fail to make  any  payment
required to be made by it pursuant to Section 2.05(c), 2.06(d) or
(e),  2.07(b) or 2.18(d), then the Administrative Agent  may,  in
its  discretion (notwithstanding any contrary provision  hereof),
apply any amounts thereafter received by the Administrative Agent
for   the  account  of  such  Lender  to  satisfy  such  Lender's
obligations  under  such  Sections  until  all  such  unsatisfied
obligations are fully paid.

           SECTION  2.19.  Mitigation Obligations; Replacement of
Lenders.    (a)   If  any  Lender  requests  compensation   under
Section  2.15,  or  if  the  Borrower  is  required  to  pay  any
additional amount to any Lender or any Governmental Authority for
the  account  of any Lender pursuant to Section 2.17,  then  such
Lender  shall  use  reasonable efforts to designate  a  different
lending office for funding or booking its Loans hereunder  or  to
assign  its  rights and obligations hereunder to another  of  its
offices,  branches  or affiliates, if, in the  judgment  of  such
Lender,  such  designation or assignment (i) would  eliminate  or
reduce  amounts payable pursuant to Section 2.15 or 2.17, as  the
case may be, in the future and (ii) would not subject such Lender
to  any  unreimbursed cost or expense and would not otherwise  be
disadvantageous  to such Lender.  The Borrower hereby  agrees  to
pay  all reasonable costs and expenses incurred by any Lender  in
connection with any such designation or assignment.

            (b)    If  any  Lender  requests  compensation  under
Section  2.15,  or  if  the  Borrower  is  required  to  pay  any
additional amount to any Lender or any Governmental Authority for
the  account of any Lender pursuant to Section 2.17,  or  if  any
Lender  defaults in its obligation to fund Loans hereunder,  then
the Borrower may, at its sole expense and effort, upon notice  to
such Lender and the Administrative Agent, require such Lender  to
assign  and  delegate, without recourse (in accordance  with  and
subject  to the restrictions contained in Section 9.04), all  its
interests, rights and obligations under this Agreement
<PAGE>
<PAGE>                                                        41

(other than any outstanding Competitive Loans held by it)  to  an
assignee  that shall assume such obligations (which assignee  may
be another Lender, if a Lender accepts such assignment); provided
that  (i)  the  Borrower shall have received  the  prior  written
consent  of  the  Administrative Agent (and, if a  Commitment  is
being  assigned,  the Issuing Bank and Swingline  Lender),  which
consent  shall  not unreasonably be withheld,  (ii)  such  Lender
shall have received payment of an amount equal to the outstanding
principal  of  its  Loans  (other  than  Competitive  Loans)  and
participations  in LC Disbursements and Swingline Loans,  accrued
interest  thereon, accrued fees and all other amounts payable  to
it   hereunder,  from  the  assignee  (to  the  extent  of   such
outstanding  principal  and accrued interest  and  fees)  or  the
Borrower (in the case of all other amounts) and (iii) in the case
of  any  such  assignment resulting from a claim for compensation
under  Section 2.15 or payments required to be made  pursuant  to
Section 2.17, such assignment will result in a reduction in  such
compensation or payments.  A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result
of  a  waiver  by  such  Lender or otherwise,  the  circumstances
entitling the Borrower to require such  assignment and delegation
cease to apply.

          SECTION  2.20.  Commitment Increases.  (a) In the event
that the Borrower wishes to increase the aggregate Commitments at
any time that no Event of Default has occurred and is continuing,
it shall notify the Administrative Agent in writing of the amount
(the  "Offered Increase Amount") of such proposed increase  (such
notice,  a "Commitment Increase Notice"), provided that increases
in   the   aggregate  Commitments  shall  be  in  increments   of
$50,000,000 and the aggregate Commitments shall not be  increased
to  an  amount exceeding $700,000,000.  The Borrower may, at  its
election, (i) offer one or more of the Lenders the opportunity to
participate  in  all or a portion of the Offered Increase  Amount
pursuant to subsection (c) below and/or (ii) with the consent  of
the Administrative Agent (which consent shall not be unreasonably
withheld),   offer  one  or  more  additional  banks,   financial
institutions or other entities the opportunity to participate  in
all  or  a  portion  of the Offered Increase Amount  pursuant  to
paragraph  (b)  below.   Each Commitment  Increase  Notice  shall
specify  which  Lenders and/or banks, financial  institutions  or
other  entities  the  Borrower desires  to  participate  in  such
commitment  increase.   The Borrower  or,  if  requested  by  the
Borrower,  the  Administrative Agent will  notify  such  Lenders,
and/or  banks, financial institutions or other entities  of  such
offer.

           (b)   Any  additional bank, financial  institution  or
other entity which the Borrower selects to offer participation in
the increased Commitments, and which elects to become a party  to
this Agreement and obtain a Commitment shall execute a New Lender
Supplement  with  the  Borrower  and  the  Administrative  Agent,
substantially  in  the  form of Exhibit C, whereupon  such  bank,
financial  institution  or other entity  (for  purposes  of  this
Section 2.20, herein called a "New Lender") shall become a Lender
for  all purposes and to the same extent as if originally a party
hereto and shall be bound by and entitled to the benefits of this
Agreement, and Schedule 2.01 shall be deemed to be amended to add
the name and Commitments of such New Lender, provided
<PAGE>
<PAGE>                                                       42

that  the Commitment of any such New Lender shall be in an amount
not less than $10,000,000.

           (c)   Any Lender which accepts an offer to it  by  the
Borrower  to  increase  its  Commitment  pursuant  to  subsection
2.20(a)(i)  shall,  in each case, execute a  Commitment  Increase
Supplement  with  the  Borrower  and  the  Administrative  Agent,
substantially  in  the form of Exhibit D, whereupon  such  Lender
shall  be bound by and entitled to the benefits of this Agreement
with  respect  to  the  full  amount  of  its  Commitment  as  so
increased, and Schedule 2.01 shall be deemed to be amended to  so
increase the Commitment of such Lender.

           (d)  The effectiveness of any New Lender Supplement or
Commitment  Increase Supplement shall be contingent upon  receipt
by  the Administrative Agent of such corporate resolutions of the
Borrower  and  legal opinions of counsel to the  Borrower  as  it
shall reasonably request with respect thereto.

          (e)  If any bank, financial institution or other entity
becomes  a  New  Lender  pursuant to subsection  2.20(b)  or  any
Lender's  Commitment is increased pursuant to subsection 2.20(c),
additional Loans made on or after the effectiveness thereof  (the
"Re-Allocation  Date")  shall be  made  pro  rata  based  on  the
Applicable  Percentages in effect on and after such Re-Allocation
Date  (except  to  the extent that any such pro  rata  borrowings
would  result in any Lender making an aggregate principal  amount
of  Loans in excess of its Commitment, in which case such  excess
amount will be allocated to, and made by, such New Lenders and/or
Lenders with such increased Commitments to the extent of, and pro
rata  based on, their respective Commitments otherwise  available
for Loans), and continuations of Eurodollar Loans outstanding  on
such  Re-Allocation Date shall be effected by repayment  of  such
Eurodollar  Loans  on  the  last  day  of  the  Interest   Period
applicable  thereto  and the making of new Eurodollar  Loans  pro
rata based on such new Applicable Percentages.  In the event that
on  any  such  Re-Allocation Date there is  an  unpaid  principal
amount  of  Base Rate Loans, the Borrower shall make  prepayments
thereof  and borrowings of Base Rate Loans so that, after  giving
effect thereto, the Base Rate Loans outstanding are held pro rata
based  on such new Applicable Percentages.  In the event that  on
any  such Re-Allocation Date there is an unpaid principal  amount
of   Eurodollar  Loans,  such  Eurodollar  Loans   shall   remain
outstanding  with  the  respective  holders  thereof  until   the
expiration  of  their  respective Interest  Periods  (unless  the
Borrower  elects  to  prepay any thereof in accordance  with  the
applicable  provisions of this Agreement), and  interest  on  and
repayments of such Eurodollar Loans will be paid thereon  to  the
respective  Lenders holding such Eurodollar Loans pro rata  based
on the respective principal amounts thereof outstanding.

           (f)   Notwithstanding anything to the contrary in this
subsection  2.20, (i) in no event shall any transaction  effected
pursuant  to this subsection 2.20 cause the aggregate Commitments
to  exceed  $700,000,000,  and (ii)  no  Lender  shall  have  any
obligation to increase its Commitment unless it agrees to  do  so
in its sole discretion.
<PAGE>
<PAGE>                                                        43

                        ARTICLE III

               Representations and Warranties

          The Borrower represents and warrants to the Lenders
that:

           SECTION 3.01.  Corporate Status.  Each of the Borrower
and  each of its Subsidiaries (i) is a duly organized and validly
existing  corporation or partnership in good standing  under  the
laws  of its jurisdiction of organization, (ii) has all requisite
power  and  authority  to  own its property  and  assets  and  to
transact  the  business  in  which it is  engaged  and  presently
proposes  to  engage,  and (iii) if a corporation  or  a  limited
partnership, is duly qualified and is authorized to  do  business
and is in good standing in all jurisdictions where the failure to
do  so would have a Material Adverse Effect.  As of the Effective
Date,  the Subsidiaries listed on Schedule 3.01 hereto constitute
all of the Subsidiaries of the Borrower.

           SECTION  3.02.   Corporate Power and  Authority.   The
Borrower  has the corporate power to execute, deliver  and  carry
out  the  terms and provisions of this Agreement and  each  other
agreement  or instrument contemplated hereby to which  it  is  or
will  be a party and to borrow hereunder.  The Borrower has taken
all  necessary  corporate  action  to  authorize  the  execution,
delivery and performance of this Agreement and the borrowings and
other transactions contemplated hereby.  This Agreement has  been
duly  executed and delivered by the Borrower and constitutes  the
legal,  valid and binding obligations of the Borrower enforceable
in   accordance  with  their  respective  terms  except  as   the
enforceability  thereof may be limited by applicable  bankruptcy,
insolvency,  reorganization, receivership or other  similar  laws
affecting the enforcement of creditors' rights generally  and  by
general principles of equity.

           SECTION  3.03.  No Violation.  Neither the  execution,
delivery  nor performance by the Borrower of this Agreement,  nor
the  consummation  of the transactions herein  contemplated,  nor
compliance  with  the  terms  and  provisions  herein,  (i)  will
contravene  any  applicable provision of any law, statute,  rule,
regulation,  order, writ, injunction or decree of  any  court  or
governmental  instrumentality  or  (ii)  will  conflict   or   be
inconsistent with or result in any breach of, any of  the  terms,
covenants, conditions or provisions of, or constitute  a  default
under,  or  result  in  the creation or  imposition  of  (or  the
obligation to create or impose) any Lien upon any of the property
or  assets of the Borrower or any of its Subsidiaries pursuant to
the  terms  of any indenture, mortgage, deed of trust,  or  other
material agreement or instrument to which the Borrower or any  of
its Subsidiaries is a party or by which it or any of its property
or  assets is bound or to which it may be subject, or (iii)  will
violate  any  provision of the Certificate  of  Incorporation  or
By-Laws  or,  in  the  case  of any partnership,  the  applicable
partnership agreement or other organizational documents,  of  the
Borrower or any of its Subsidiaries.

           SECTION 3.04.  Litigation.  Except as disclosed in the
Borrower's Annual Report on Form 10-K for the year ended December
31, 1996, there are no
<PAGE>
<PAGE>                                                        44

actions,  suits or proceedings pending or, to the best  knowledge
of  the Borrower, threatened against or affecting the Borrower or
any   of  its  Subsidiaries  before  any  court  or  before   any
governmental  or administrative body or agency that (individually
or  in  the  aggregate) are reasonably likely to have a  Material
Adverse Effect.

           SECTION  3.05.   Financial  Statements.   The  audited
consolidated statement of financial condition of the Borrower and
its  consolidated  Subsidiaries at  December  31,  1996  and  the
related  consolidated statements of income and retained  earnings
and  cash flows of the Borrower and its consolidated Subsidiaries
for  the  fiscal year ending December 31, 1996 and the  unaudited
consolidated statement of financial condition of the Borrower and
its  consolidated Subsidiaries at June 30, 1997 and  the  related
consolidated statements of income and retained earnings and  cash
flows  of the Borrower and its consolidated Subsidiaries for  the
six  months  ending  June 30, 1997 heretofore  furnished  to  the
Lenders  present fairly the consolidated financial  condition  of
the  Borrower  at the date of said statements for  said  periods,
subject  to  year-end  audit adjustments  in  the  case  of  such
unaudited  statements.  All such financial statements  have  been
prepared in accordance with GAAP consistently applied except  for
such  changes as have been concurred with by Coopers  &  Lybrand,
independent public accountants for the Borrower, and disclosed in
accordance  with GAAP in such financial statements or the  report
thereon  by  Coopers & Lybrand.  Since June 30, 1997,  there  has
been  no  material adverse change in the financial  condition  or
results of operations of the Borrower and its Subsidiaries  taken
as a whole or in the ability of the Borrower and its Subsidiaries
taken as a whole to satisfy their financial obligations.

           SECTION  3.06.   Governmental  Approvals.   No  order,
consent, approval, license, authorization, or validation  of,  or
filing,  recording  or registration with, or  exemption  by,  any
governmental  or  public body or authority,  or  any  subdivision
thereof,  is required to authorize, or is required in  connection
with  (i) the execution, delivery and performance by the Borrower
of  this Agreement or (ii) the legality, validity, binding effect
or enforceability of this Agreement as against the Borrower.

           SECTION  3.07.   Use of Proceeds; Regulation  U.   The
proceeds of all incurrences of Loans, and the Letters of  Credit,
will  be  used  by  the Borrower for general corporate  purposes,
which  may include, without limitation to provide funds  for  the
support and repayment of Commercial Paper.  Neither the making of
any  Loan  hereunder, nor the use of the proceeds  thereof,  will
violate  or be inconsistent with the provisions of Regulation  G,
T,  U  or  X  of  the Board of Governors of the  Federal  Reserve
System.

          SECTION 3.08.  Investment Company Act.  The Borrower is
not  an  "investment  company" or a company  "controlled"  by  an
"investment  company",  within  the  meaning  of  the  Investment
Company Act of 1940, as amended.
<PAGE>
<PAGE>                                                       45

           SECTION  3.09.   Public Utility Holding  Company  Act.
Neither  the Borrower nor any of its Subsidiaries is  a  "holding
company", or a "subsidiary company" of a "holding company", or an
"affiliate"  of a "holding company" or of a "subsidiary  company"
of  a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

           SECTION   3.10.   True and Complete  Disclosure.   All
factual information heretofore or contemporaneously furnished  by
or  on  behalf  of  the Borrower in writing to  any  Lender,  for
purposes  of  or  in  connection  with  this  Agreement  or   any
transaction  contemplated hereby is, and all other  such  factual
information  hereafter furnished by or on behalf of the  Borrower
in  writing  to  any  Lender will be, true and  accurate  in  all
material  respects  on the date as of which such  information  is
dated  or  certified and not incomplete by omitting to state  any
material  fact  necessary to make such information  (taken  as  a
whole)  not misleading at such time in light of the circumstances
under  which  such information was provided.  There  is  no  fact
known  to  the Borrower (other than matters of a general economic
nature)  which  is  reasonably likely to have a Material  Adverse
Effect,  which  has not been disclosed herein or  in  such  other
documents,  certificates and statements furnished to the  Lenders
for use in connection with the transactions contemplated hereby.

           SECTION  3.11.  No Default.  Neither the Borrower  nor
any  of  its Subsidiaries is in default under or with respect  to
any Contractual Obligation in any respect which (individually  or
in the aggregate) is reasonably likely to have a Material Adverse
Effect.  Neither the Borrower nor any of its Subsidiaries  is  in
default  under  any  order, award or decree of  any  Governmental
Authority or arbitrator binding upon or affecting it or  them  or
by which any of its or their properties or assets may be bound or
affected  in any respect which (individually or in the aggregate)
is  reasonably  likely  to have a Material  Adverse  Effect.   No
Default or Event of Default has occurred and is continuing.

           SECTION  3.12.  Ownership of Property.  To the  extent
customary  in the oil and gas business for the type and  location
of  the  relevant property and consistent with the past practices
of  the  Borrower in effect on the Effective Date,  each  of  the
Borrower  and its Subsidiaries has good title to all its material
Oil and Gas Interests.

           SECTION  3.13.  ERISA.  No ERISA Event has occurred or
is  reasonably  expected to occur that, when taken together  with
all  other  such ERISA Events for which liability  is  reasonably
expected  to occur, could reasonably be expected to result  in  a
Material Adverse Effect.

          SECTION  3.14.  Continuing Letters of Credit.  Schedule
3.14  is  a true and complete list, by reference to the aggregate
face  amounts  of  letters of credit issued  under  the  Existing
Credit  Agreement  by the Persons listed thereon  that  are  also
Lenders (but which are not designated as Issuing Banks
<PAGE>
<PAGE>                                                        46

pursuant to the definition of Issuing Bank) of letters of  credit
issued  by such Persons outstanding as of the dates set forth  in
such Schedule ("Continuing Letters of Credit").


                         ARTICLE IV

                         Conditions

           SECTION 4.01.  Effective Date.  The obligation of each
Lender to make Loans to, and of the Issuing Bank to issue Letters
of  Credit for the account of, the Borrower hereunder on or after
the  Effective  Date  is  subject  to  the  satisfaction  of  the
following conditions on or prior to the Effective Date:

           (a)   On  the  Effective Date, there shall  have  been
delivered  to  the Administrative Agent for the account  of  each
Lender,  this  Agreement,  executed  and  delivered  by  a   duly
authorized officer of each party hereto.

           (b)   On the Effective Date, the Administrative  Agent
shall  have received a certificate dated the Effective Date,  and
signed  by a Financial Officer of the Borrower, stating that  (to
the  best  of his knowledge) the conditions set forth in  Section
4.01(g) exist as of such date.

           (c)   On the Effective Date, the Administrative  Agent
shall  have  received an opinion, addressed to  each  Lender  and
dated  such  date,  from  each of (i) Cravath,  Swaine  &  Moore,
special  counsel to the Borrower, covering the matters set  forth
in Exhibit B-1 hereto and (ii) William C. Lemmer, Vice President,
General  Counsel  and  Secretary of the  Borrower,  covering  the
matters set forth in Exhibit B-2 hereto.  Each such legal opinion
shall  also cover such other matters incident to the transactions
contemplated  herein as the Administrative Agent  may  reasonably
request.

           (d)   (i)   On  or  prior to the Effective  Date,  the
Administrative Agent shall have received certified copies of  the
Borrower's  charter  documents,  by-laws,  resolutions   of   the
Borrower's Board of Directors evidencing the Borrower's authority
to  enter  into  this Agreement, and certificates of  incumbency,
each  in  form  and substance satisfactory to the  Administrative
Agent.

                (ii)   On  or  prior to the Effective  Date,  the
Administrative  Agent  shall have received  all  information  and
copies  of  all  documents  and  papers,  including  records   of
corporate  proceedings and governmental approvals, if any,  which
the  Administrative  Agent  reasonably  may  have  requested   in
connection therewith, such documents and papers where appropriate
to be certified by proper corporate or governmental authorities.

           (e)  The Administrative Agent shall have received  (or
shall  have concurrently received) the fees to be received by  it
for  its account and the account of the Agents and Lenders on  or
prior to the Effective Date referred to in Section 2.12(c).
<PAGE>
<PAGE>                                                       47

           (f)   The  Administrative Agent  shall  have  received
evidence,  in  form and substance satisfactory  to  it,  that  no
Revolving  Credit  Loans  (as  defined  in  the  Existing  Credit
Agreement)  are outstanding on the Effective Date and  all  fees,
interest, breakage costs and dollar amounts owing thereunder have
been paid in full; and

          (g)  On the Effective Date:

                (i)   Each  of the representations and warranties
     made  by the Borrower in or pursuant to this Agreement shall
     be  true and correct in all material respects on and  as  of
     such date as if made on and as of such date.

                (ii)   No Default or Event of Default shall  have
     occurred  and  be  continuing on such date or  after  giving
     effect  to  any Loans or Letters of Credit requested  to  be
     made or issued on such date.

This  Agreement and all of the certificates, legal  opinions  and
other documents and papers referred to in this Section 4 shall be
delivered  to the Administrative Agent at the offices of  Simpson
Thacher & Bartlett for the account of each of the Lenders.

           SECTION  4.02.  Each Credit Event.  The  agreement  of
each  Lender to make any Loan requested to be made by it  on  any
date  after the Effective Date, and of the Issuing Bank to  issue
any  Letter  of Credit on any date after the Effective  Date,  is
subject   to   the  satisfaction  of  the  following   conditions
precedent:

           (a)   Representations  and Warranties.   Each  of  the
     representations and warranties made by the  Borrower  in  or
     pursuant  to  this Agreement, other than the representations
     and  warranties contained in subsections 3.04, 3.05 and 3.13
     provided that the Borrower has achieved a rating by  Moody's
     or S&P applicable on such date to its Index Debt of at least
     either  Baa2 or BBB, respectively, shall be true and correct
     in  all material respects on and as of the date of such Loan
     or issuance of such Letter of Credit as if made on and as of
     such date.

           (b)  No Default.  No Default or Event of Default shall
     have occurred and be continuing on the date of such Loan  or
     issuance of such Letter of Credit or after giving effect  to
     the  Loans  requested  to be made or any  Letter  of  Credit
     requested to be issued, as the case may be, on such date.

Each borrowing of Loans by and issuance of a Letter of Credit for
the  account  of  the  Borrower  hereunder  shall  constitute   a
representation and warranty by the Borrower as of the  date  such
Loans  are  borrowed or such Letter of Credit is issued,  as  the
case  may be, that the conditions contained in this Section  4.02
have  been  satisfied (except to the extent  that,  prior  to  or
concurrently with the delivery of the relevant Borrowing Request,
Competitive Bid Request or notice requesting issuance of a Letter
of  Credit, as the case may be, the Borrower notifies the Lenders
in  writing,  through  the Administrative Agent,  that  any  such
conditions shall not be satisfied).
<PAGE>
<PAGE>                                                     48

                         ARTICLE V

                   Affirmative Covenants

           Until  the Commitments have expired or been terminated
and  the  principal  of and interest on each Loan  and  all  fees
payable hereunder shall have been paid in full and all Letters of
Credit  shall have expired or terminated and all LC Disbursements
shall  have  been reimbursed, the Borrower covenants  and  agrees
with the Lenders that:

            SECTION   5.01.   Financial  Statements   and   Other
Information.   The  Borrower will deliver to  the  Administrative
Agent, with sufficient copies for each Lender:

           (a)   as  soon  as available and in any  event  within
     60  days  after the end of the relevant fiscal quarter,  the
     consolidated  financial statements of  each  of  (i)  Energy
     Partners  and  its consolidated Subsidiaries  and  (ii)  the
     Borrower and its consolidated Subsidiaries for each  of  the
     first  three  fiscal  quarters of each fiscal  year  of  the
     Borrower  or Energy Partners, as the case may be,  as  filed
     with  the  Securities  and Exchange  Commission  ("SEC")  on
     Form 10-Q (or any form which replaces Form 10-Q), or if  the
     Borrower or Energy Partners is not required to file any such
     form  with  the  SEC,  an  unaudited report  containing  the
     financial information that would be required to be contained
     in  such  form, such report to be certified by  a  Financial
     Officer of the Borrower or Energy Partners, as the case  may
     be;

           (b)   as  soon  as available and in any  event  within
     120  days  after  the end of the relevant fiscal  year,  the
     consolidated  financial statements of  each  of  (i)  Energy
     Partners  and  its consolidated Subsidiaries  and  (ii)  the
     Borrower  and its consolidated Subsidiaries for each  fiscal
     year  as filed with the SEC on Form 10-K (or any form  which
     replaces   Form   10-K)   containing  financial   statements
     accompanied  by the report thereon by Coopers &  Lybrand  or
     other  independent public accountants of recognized national
     standing,  or  if  the Borrower or Energy  Partners  is  not
     required  to file any such form with the SEC, the  financial
     information that would be required to be contained  in  such
     form accompanied by a report thereon by Coopers & Lybrand or
     other  independent public accountants of recognized national
     standing;

           (c)   at  the  time of the delivery of  the  financial
     statements  provided for in this Section 5.01, a certificate
     of  a  Financial Officer of the Borrower to the effect that,
     to the best of his knowledge, no Default or Event of Default
     has  occurred and is continuing or, if any Default or  Event
     of  Default  has occurred and is continuing, specifying  the
     nature  and extent thereof and what type of remedial  action
     is  being  taken with respect thereto and which  certificate
     shall set forth the
<PAGE>
<PAGE>                                                        49
     
     calculations required to establish whether the Borrower  was
     in compliance with the provisions of Sections 6.02;

           (d)   promptly  after the sending or  filing  thereof,
     copies  of all reports which the Borrower or Energy Partners
     sends  to its stockholders or unitholders generally, as  the
     case  may  be,  and  copies of all reports and  registration
     statements which the Borrower or Energy Partners files  with
     the SEC; and

            (e)    with   reasonable  promptness,  such   further
     information regarding the condition or operations, financial
     or  otherwise, of the Borrower and its Subsidiaries  as  any
     Lender  through the Administrative Agent may  from  time  to
     time reasonably request.

           SECTION  5.02.  Notices of Material Events.  Promptly,
and  in any event within three Business Days after an officer  of
the Borrower obtains knowledge thereof, the Borrower will deliver
to  the  Administrative Agent (with sufficient  copies  for  each
Lender)  notice  of  (i)  the  occurrence  of  any  event   which
constitutes a Default or Event of Default, (ii) any litigation or
governmental proceeding pending (x) against the Borrower  or  any
of  its Subsidiaries which (individually or in the aggregate)  is
or becomes reasonably likely to have a Material Adverse Effect or
(y)  with respect to this Agreement, (iii) the occurrence of  any
ERISA  Event that, alone or together with any other ERISA  Events
that  have occurred, could reasonably be expected to result in  a
Material Adverse Effect, (iv) the incurrence of any Environmental
Liability  which  is  or  becomes reasonably  likely  to  have  a
Material Adverse Effect and (v) the occurrence of any other event
which (individually or in the aggregate) is or becomes reasonably
likely to have a Material Adverse Effect.

           SECTION  5.03.  Existence; Conduct of  Business.   The
Borrower  and  its  consolidated Subsidiaries  will  continue  to
engage  primarily  in the oil and gas business and  the  Borrower
will, and will cause each of its consolidated Subsidiaries to  do
or cause to be done, all things necessary to preserve and keep in
full  force  and  effect its existence and its  material  rights,
franchises,  licenses  and patents, except  to  the  extent  that
failure  to  do  or  cause  to  be  done  any  of  the  foregoing
(individually  or in the aggregate) is not reasonably  likely  to
have  a  Material Adverse Effect.  Nothing in this  Section  5.03
shall  prevent  the merger of Subsidiaries into the  Borrower  or
with or into another Subsidiary or the withdrawal by the Borrower
or  any  of  its Subsidiaries of its qualification as  a  foreign
corporation  in  any jurisdiction, provided that such  merger  or
withdrawal  could not reasonably be expected to have  a  Material
Adverse Effect.

           SECTION  5.04.  Payment of Obligations.  The  Borrower
shall  pay  and discharge, and cause each Subsidiary to  pay  and
discharge,  all  taxes, assessments and governmental  charges  or
levies imposed upon it or upon its income or profits, or upon any
properties  belonging to it, shown to be due and payable  by  the
Borrower or such Subsidiary on its tax returns, prior to the date
on  which penalties attach thereto, and all lawful claims  which,
if  unpaid,  might  become  a Lien upon  any  properties  of  the
Borrower  or  any Subsidiary, or maintain adequate reserves  with
respect thereto in accordance
<PAGE>
<PAGE>                                                         50

with  GAAP, except to the extent that failure to pay or discharge
or   cause  to  be  paid  or  discharged  any  of  the  foregoing
(individually  or in the aggregate) is not reasonably  likely  to
have  a  Material  Adverse  Effect,  provided  that  neither  the
Borrower  nor  any Subsidiary shall be required to pay  any  such
tax,  assessment, charge, levy or claim which is being  contested
in  good  faith and by proper proceedings and for which  adequate
reserves in accordance with GAAP have been provided.

           SECTION  5.05.  Maintenance of Properties;  Insurance.
The  Borrower shall, and shall cause each Subsidiary to, keep all
property  useful  or necessary in its business  in  good  working
order  and  condition  (ordinary wear and  tear  excepted).   The
Borrower  shall maintain, and cause each Subsidiary to  maintain,
insurance   on  its  property  with  responsible  and   reputable
insurance  companies  or associations covering  such  risks  (but
including   in   any  event  property,  general   liability   and
environmental  liability),  and  in  such  amounts  as   are   in
accordance with normal industry practice.

           SECTION  5.06.   Compliance with Laws.   The  Borrower
shall  comply,  and  cause each Subsidiary to  comply,  with  the
requirements  of  all  applicable  laws  (including   ERISA   and
environmental  laws),  rules,  regulations  and  orders  of   any
Governmental  Authority, non-compliance with which  (individually
or  in  the  aggregate) is reasonably likely to have  a  Material
Adverse Effect.


                         ARTICLE VI

                     Negative Covenants

           Until  the Commitments have expired or terminated  and
the principal of and interest on each Loan and all fees   payable
hereunder  have been paid in full and all Letters of Credit  have
expired  or terminated and all LC Disbursements shall  have  been
reimbursed,  the Borrower covenants and agrees with  the  Lenders
that:

           SECTION  6.01.  Indebtedness of Subsidiaries.   In  no
event shall the aggregate principal amount of Indebtedness of the
Subsidiaries  of the Borrower (other than any Indebtedness  owing
to  the Borrower or any other Subsidiary) exceed $200,000,000  at
any  one time outstanding for all Subsidiaries; provided that all
Indebtedness  of  the  Borrower to  any  Subsidiary  and  of  any
Subsidiary  to  the  Borrower or any other  Subsidiary  shall  be
evidenced  by  a  note (or other appropriate  instrument)  or  an
account entry clearly identifying its character as a liability.

           SECTION  6.02.  Financial Covenants.  (a) The Borrower
shall not permit the ratio of Consolidated Total Indebtedness  to
Discretionary Cash Flow for the four consecutive fiscal  quarters
of  the  Borrower most recently ended to be greater than 3.75  to
1.0.
<PAGE>
<PAGE>                                                        51
                                                                 
           (b)   The  Borrower shall not permit the Tangible  Net
Worth  of  the  Borrower and its Subsidiaries on  a  consolidated
basis as of the end of any fiscal quarter to be less than the sum
of   (i)  the  Tangible  Net  Worth  of  the  Borrower  and   its
Subsidiaries  on a consolidated basis as stated in its  unaudited
consolidated balance sheet for the fiscal quarter ended June  30,
1997,  plus (ii) fifty percent of positive net income since  June
30,  1997,  plus (iii) fifty percent of the net cash proceeds  of
any  capital  stock  offering since June  30,  1997,  minus  (iv)
$200,000,000.

           SECTION  6.03.   Liens.  The Borrower shall  not,  and
shall  not  permit  any Subsidiary to, create, incur,  assume  or
suffer  to exist, any Lien (other than Permitted Liens)  upon  or
with  respect  to  any  property or  assets  (real  or  personal,
tangible  or intangible) now owned or hereafter acquired  by  the
Borrower   or   any   of  its  Subsidiaries  and   securing   any
Indebtedness.

           SECTION 6.04.  Fundamental Changes.  (a)  The Borrower
shall  not  enter into any merger, consolidation or amalgamation,
unless:

          (i)  the Borrower shall be the continuing Person;

           (ii)   no  Default  or  Event of  Default  shall  have
     occurred and be continuing or would result therefrom; and

           (iii)   the  Borrower  shall  have  delivered  to  the
     Administrative Agent (x) a certificate of an officer of  the
     Borrower  and  (y)  a legal opinion from counsel  reasonably
     satisfactory  to the Administrative Agent, in each  case  to
     the   effect  that  such  transaction  complies   with   the
     requirements of this Section 6.04(a).

           (b)   None  of the Borrower, Energy Partners  or  SOLP
shall  liquidate,  wind  up or dissolve  itself  (or  suffer  any
liquidation  or dissolution of itself), or convey,  sell,  lease,
assign, transfer or otherwise dispose of all or substantially all
of  its  property,  business  or assets;  provided  that,  Energy
Partners  or SOLP may engage in any of the foregoing transactions
so  long as after giving effect thereto, the beneficial ownership
interest  of  the  Borrower in the assets of Energy  Partners  or
SOLP, as the case may be, is not decreased.

           SECTION  6.05.  Limitation on Affiliate  Transactions.
The   Borrower  shall  not,  nor  shall  it  permit  any  of  its
Subsidiaries  to, enter into any transaction (including,  without
limitation,  any  purchase, sale or exchange of property  or  the
rendering  of  any services) with any Subsidiary  (other  than  a
Wholly Owned Subsidiary of the Borrower or of such Subsidiary) or
Affiliate  of  the  Borrower,  unless  such  transaction  is  not
otherwise  prohibited under this Agreement and is upon  fair  and
reasonable  terms  no  less favorable to  the  Borrower  or  such
Subsidiary  than  it  would obtain in a  comparable  arm's-length
transaction with a Person not a Subsidiary or an Affiliate.
<PAGE>
<PAGE>                                                      52
                                                                 
           SECTION 6.06.  Energy Partners and SOLP.  The Borrower
shall  at  all times maintain a 95% or greater ownership interest
in  each  of Energy Partners (whether through general partnership
interests  or  limited  partnership  units  or  both)  and  SOLP;
provided,  however, that the foregoing shall not be construed  to
prevent the liquidation or dissolution of Energy Partners or SOLP
in accordance with Section 6.04(b).

           SECTION  6.07.   Restrictions Affecting  Subsidiaries.
The  Borrower shall not enter into with any Person, or suffer  to
exist any agreement which prohibits or limits the ability of  any
of  its  Subsidiaries to pay dividends, loans,  tax  payments  or
other  distributions or transfer assets to the  Borrower,  except
(a)  as  permitted by this Agreement and (b) the foregoing  shall
not  be  construed  to  prohibit covenants  concerning  financial
condition  or  results of operations contained in  any  agreement
governing permitted Indebtedness of a Subsidiary if, at the  time
such   agreement   is  entered  into,  the  Borrower   reasonably
anticipates  that such financial covenants will  not  impair  the
ability  of such Subsidiary to pay dividends from its net  income
in the ordinary course.

          SECTION 6.08.  Limitation on Sales and Leasebacks.  The
Borrower  may  not  enter  into  any  arrangement  (a  "Sale  and
Leaseback Transaction") with any Person providing for the leasing
by  the  Borrower or any Subsidiary of real or personal property,
provided  that  the value of such assets when considered  in  the
aggregate would not constitute a material amount of the assets of
the  Borrower, which has been or is to be sold or transferred  by
the  Borrower or such Subsidiary to such Person or to  any  other
Person  to  whom  funds have been or are to be advanced  by  such
Person on the security of such property or rental obligations  of
the  Borrower  or  any Subsidiary, except a  Sale  and  Leaseback
Transaction  with  respect  to any property  may  be  consummated
within 120 days after the initial acquisition of such property by
the Borrower or the applicable Subsidiary.

                        ARTICLE VII

                     Events of Default

           If  any  of the following events ("Events of Default")
shall occur:

          (a)  The Borrower shall default in the payment when due
     of   any   principal  of  any  Loan  or  any   Reimbursement
     Obligation; or

           (b)   The  Borrower shall default in  the  payment  of
     interest  in  respect  of  any  Loan  or  any  Reimbursement
     Obligation  or  in the payment of any fees or other  amounts
     payable  under or with respect to this Agreement,  and  such
     default shall continue unremedied for 5 days after the  date
     when due; or

           (c)   Any  representation  or  warranty  made  by  the
     Borrower herein or in any writing furnished pursuant to this
     Agreement by the Borrower
<PAGE>
<PAGE>                                                       53
     
     shall prove to be untrue in any material respect on the date
     as of which made or deemed made; or

           (d)  The Borrower shall default in the due performance
     or  observance  by  it  of any term, covenant  or  agreement
     contained in Sections 5.02, 6.01, 6.02, 6.03, 6.04, 6.06 and
     6.07  and  notice  thereof shall  have  been  given  to  the
     Borrower   by  the  Administrative  Agent  or  the  Required
     Lenders; or

           (e)  The Borrower shall default in the due performance
     or  observance  by  it  of any term, covenant  or  agreement
     contained in this Agreement (other than those referred to in
     paragraphs  (a),  (b), (c) and (d) above) and  such  default
     shall  continue  unremedied for a period of  30  days  after
     notice thereof shall have been given to the Borrower by  the
     Administrative Agent or the Required Lenders; or

            (f)    (i)  The  Borrower  or  any  of  its  Material
     Subsidiaries  shall  (A) fail to pay  any  principal  of  or
     interest  on  its outstanding Indebtedness (other  than  the
     Loans)  when  due  (or, if permitted by  the  terms  of  the
     relevant  documents, within any applicable grace period)  in
     an aggregate amount in excess of $25,000,000, or (B) default
     in  the  observance  or  performance  of  any  agreement  or
     condition  relating  to  any Indebtedness  in  an  aggregate
     amount  in  excess of $25,000,000 (other than the Loans)  or
     any  other  event shall exist or occur the effect  of  which
     default  or  other event is to accelerate, or to permit  the
     holders   of   such   Indebtedness   to   accelerate,   such
     Indebtedness prior to its stated maturity, or (ii) any event
     (in  the  nature  of  a default or an event  of  default  or
     relating to the altered financial condition or prospects  of
     the  Borrower) shall exist or occur which would  permit  the
     holder  of  any Indebtedness of the Borrower or any  of  its
     Material Subsidiaries (other than the Loans) to require  the
     Borrower or any of its Material Subsidiaries to repay  prior
     to  its stated maturity, repurchase or redeem $25,000,000 or
     more  of  any such Indebtedness or result in $25,000,000  or
     more  of  any such Indebtedness becoming due and payable  or
     subject  to  repurchase or redemption prior  to  the  stated
     maturity  date  thereof; provided that  this  paragraph  (f)
     shall not be construed to apply to Indebtedness that becomes
     due or is required to be repaid, repurchased or redeemed  as
     a  result of a voluntary transfer of assets so long  as  the
     Borrower  does not default in such repayment, repurchase  or
     redemption; or

          (g)  an involuntary proceeding shall be commenced or an
     involuntary petition shall be filed seeking (i) liquidation,
     reorganization or other relief in respect of the Borrower or
     any  Material  Subsidiary or its debts, or of a  substantial
     part  of  its assets, under any  Federal, state  or  foreign
     bankruptcy, insolvency, receivership or similar law  now  or
     hereafter  in effect or (ii) the appointment of a  receiver,
     trustee,  custodian,  sequestrator, conservator  or  similar
     official for the Borrower or any Material Subsidiary or  for
     a substantial part of its assets, and, in any such
<PAGE>
<PAGE>                                                      54

     case, such proceeding or petition shall continue undismissed
     for  90 days or an order or decree approving or ordering any
     of the foregoing shall be entered; or

           (h)   the  Borrower or any Material  Subsidiary  shall
     (i) voluntarily commence any proceeding or file any petition
     seeking  liquidation, reorganization or other  relief  under
     any   Federal,  state  or  foreign  bankruptcy,  insolvency,
     receivership  or  similar law now or  hereafter  in  effect,
     (ii) consent to the institution of, or fail to contest in  a
     timely  and  appropriate manner, any proceeding or  petition
     described in clause (g) of this Article, (iii) apply for  or
     consent   to   the  appointment  of  a  receiver,   trustee,
     custodian, sequestrator, conservator or similar official for
     the Borrower or any Material Subsidiary or for a substantial
     part  of  its  assets,  (iv) file an  answer  admitting  the
     material allegations of a petition filed against it  in  any
     such  proceeding,  (v)  make a general  assignment  for  the
     benefit of creditors or (vi) take any action for the purpose
     of effecting any of the foregoing; or

           (i)   an ERISA Event shall have occurred that, in  the
     opinion  of  the Required Lenders, when taken together  with
     all  other ERISA Events that have occurred, could reasonably
     be expected to result in a Material Adverse Effect; or

           (j)   a  final  judgment which,  together  with  other
     outstanding final judgments against the Borrower and/or  its
     Material  Subsidiaries, exceeds an aggregate of  $25,000,000
     (the  "Judgment  Amount")  shall  be  entered  against   the
     Borrower  and/or any Material Subsidiary and (i) within  the
     Applicable  Period  after  entry thereof  such  judgment  or
     judgments  shall  not  have  been  discharged  or  execution
     thereof  stayed  pending appeal or,  within  the  Applicable
     Period  after the expiration of any such stay, such judgment
     or  judgments  shall not have been discharged  or  (ii)  any
     enforcement  proceeding shall have been commenced  (and  not
     stayed) by any creditor upon such judgment or judgments; or

           (k)   (a)   any  Person (other than  the  Borrower,  a
     Subsidiary of the Borrower or any employee benefit  plan  of
     the  Borrower or any of its Subsidiaries) or group (as  such
     term  is used in Section 13(d) or 14(d)(2) of the Securities
     Exchange Act of 1934, as amended) shall acquire, directly or
     indirectly, beneficial ownership of an aggregate of  35%  or
     more  of  the  issued and outstanding common  stock  of  the
     Borrower or (b) during any period of two consecutive  years,
     the   individuals  (the  "Initial  Directors")  who  at  the
     beginning  of such period constituted the Board of Directors
     of  the  Borrower  (together with any new directors  of  the
     Borrower whose election or nomination was approved by a vote
     of  at  least  two-thirds of such Initial Directors  or  new
     directors  so approved, or whose election or nomination  was
     so approved prior to such period) shall cease for any reason
     to  constitute 50% or more of the Board of Directors of  the
     Borrower;
<PAGE>
<PAGE>                                                       55

then,  and in every such event (other than an event with  respect
to  the Borrower described in clause (g) or (h) of this Article),
and  at any time thereafter during the continuance of such event,
the  Administrative Agent may, and at the request of the Required
Lenders shall, by notice to the Borrower, take either or both  of
the    following    actions,   at   the   same    or    different
times:    (i)  terminate  the  Commitments,  and  thereupon   the
Commitments  shall terminate immediately, and  (ii)  declare  the
Loans  then  outstanding to be due and payable in  whole  (or  in
part,  in which case any principal not so declared to be due  and
payable  may  thereafter be declared to be due and payable),  and
thereupon  the principal of the Loans so declared to be  due  and
payable, together with accrued interest thereon and all fees  and
other obligations of the Borrower accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest
or  other  notice of any kind, all of which are hereby waived  by
the  Borrower;  and  in case of any event  with  respect  to  the
Borrower  described  in clause (g) or (h) of  this  Article,  the
Commitments  shall automatically terminate and the  principal  of
the  Loans  then  outstanding,  together  with  accrued  interest
thereon  and  all  fees  and other obligations  of  the  Borrower
accrued  hereunder, shall automatically become due  and  payable,
without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.


                        ARTICLE VIII

                  The Administrative Agent

           SECTION  8.01.   Appointment, Powers, and  Immunities.
Each  Lender  hereby  irrevocably  appoints  and  authorizes  the
Administrative  Agent  to act as its agent under  this  Agreement
with such powers and discretion as are specifically delegated  to
the Administrative Agent by the terms of this Agreement, together
with such other powers as are reasonably incidental thereto.  The
Administrative  Agent (which term as used in this sentence  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  any  certificate or other document referred  to  or
provided  for  in,  or  received  by  any  of  them  under,  this
Agreement,   or   for   the   value,   validity,   effectiveness,
genuineness, enforceability, or sufficiency of this Agreement, or
any other document referred to or provided for therein or for any
failure by the Borrower or any other Person to perform any of its
obligations hereunder; (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 the Borrower or  the
satisfaction  of  any  condition  or  to  inspect  the   property
(including the books and records) of the Borrower or any  of  its
Subsidiaries or affiliates; (d) shall not be required to initiate
or  conduct  any litigation or collection proceedings under  this
Agreement; and (e) shall not be responsible for any action  taken
or  omitted  to be taken by it under or in connection  with  this
Agreement,  except  for  its  own  gross  negligence  or  willful
misconduct.  The Administrative Agent may employ agents and
<PAGE>
<PAGE>                                                        56

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 8.02.  Reliance by Administrative Agent.   The
Administrative  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  the  Borrower),   independent
accountants,  and  other experts selected by  the  Administrative
Agent.  The Administrative Agent may deem and treat the payee  of
any note as the holder thereof for all purposes hereof unless and
until the Administrative Agent receives and accepts an Assignment
and  Acceptance executed in accordance with Section 9.04  hereof.
As  to  any matters not expressly provided for by this Agreement,
the  Administrative 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 the Administrative Agent  shall
not   be   required   to  take  any  action  that   exposes   the
Administrative Agent to personal liability or that is contrary to
this  Agreement  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  8.03.   Defaults.  The  Administrative  Agent
shall not be deemed to have knowledge or notice of the occurrence
of  a Default or Event of Default unless the Administrative Agent
has  received  written  notice from  a  Lender  or  the  Borrower
specifying such Default or Event of Default and stating that such
notice  is  a  "Notice  of  Default".   In  the  event  that  the
Administrative Agent receives such a notice of the occurrence  of
a  Default  or Event of Default, the Administrative  Agent  shall
give  prompt  notice thereof to the Lenders.  The  Administrative
Agent  shall  take such action with respect to  such  Default  or
Event  of Default as shall reasonably be directed by the Required
Lenders, provided that, unless and until the Administrative Agent
shall have received such directions, the Administrative 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 8.04.  Rights as Lender.  With respect to  its
Commitment  and  the  Loans  made by  it,  NationsBank  (and  any
successor  acting as Administrative 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 the Administrative Agent, and the term "Lender"  or
"Lenders" shall, unless the context otherwise indicates,  include
the Administrative Agent in its individual capacity.  NationsBank
(and  any  successor  acting  as Administrative  Agent)  and  its
affiliates may (without having to account therefor to any Lender)
accept deposits from, lend money to,
<PAGE>
<PAGE>                                                       57

make investments in, provide services to, and generally engage in
any  kind  of lending, trust, or other business with the Borrower
or any of its Subsidiaries or affiliates as if it were not acting
as  Administrative  Agent,  and NationsBank  (and  any  successor
acting  as  Administrative Agent) and its affiliates  may  accept
fees  and  other consideration from the Borrower 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 8.05.  Indemnification.  The Lenders agree  to
indemnify  the Administrative Agent (to the extent not reimbursed
under Section hereof, but without limiting the obligations of the
Borrower  under  such Section) ratably in accordance  with  their
respective Commitments, for any and all liabilities, obligations,
losses,  damages,  penalties, actions, judgments,  suits,  costs,
expenses  (including  attorneys' fees), or disbursements  of  any
kind and nature whatsoever that may be imposed on, incurred by or
asserted  against  the  Administrative Agent  (including  by  any
Lender)  in any way relating to or arising out of this  Agreement
or  the  transactions contemplated hereby or any action taken  or
omitted   by  the  Administrative  Agent  under  this  Agreement;
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   the
Administrative Agent promptly upon demand for its  ratable  share
of  any  costs or expenses payable by the Borrower under  Section
9.03, to the extent that the Administrative Agent is not promptly
reimbursed  for  such costs and expenses by  the  Borrower.   The
agreements  contained in this Section shall  survive  payment  in
full  of  the  Loans  and all other amounts  payable  under  this
Agreement.

          SECTION 8.06.  Non-Reliance on Administrative Agent and
Other Lenders.  Each Lender agrees that it has, independently and
without reliance on the Administrative Agent or any other Lender,
and  based  on  such documents and information as it  has  deemed
appropriate, made its own credit analysis of the Borrower and its
Subsidiaries and decision to enter into this Agreement  and  that
it   will,   independently   and  without   reliance   upon   the
Administrative  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 this Agreement.  Except for notices,
reports,  and other documents and information expressly  required
to  be  furnished  to  the  Lenders by the  Administrative  Agent
hereunder,  the Administrative 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 the Borrower or any of its Subsidiaries or affiliates
that may come into the possession of the Administrative Agent  or
any of its affiliates.

           SECTION  8.07.   Resignation of Administrative  Agent.
The  Administrative Agent may resign at any time by giving notice
thereof  to  the  Lenders  and  the  Borrower.   Upon  any   such
resignation,  the  Agents  shall have  the  right  to  appoint  a
successor  Administrative Agent from among the Lenders acceptable
to the Required Lenders and the Borrower.  If no successor
<PAGE>
<PAGE>                                                      58

Administrative Agent shall have been so appointed by  the  Agents
and  shall have accepted such appointment within thirty (30) days
after  the  retiring Administrative Agent's giving of  notice  of
resignation,  then  the  retiring Administrative  Agent  may,  on
behalf  of the Lenders, appoint a successor Administrative  Agent
which shall be a commercial bank organized under the laws of  the
United  States of America having combined capital and surplus  of
at least $100,000,000.  Upon the acceptance of any appointment as
successor  Administrative Agent hereunder, such  successor  shall
thereupon  succeed  to  and become vested with  all  the  rights,
powers,  discretion,  privileges,  and  duties  of  the  retiring
Administrative Agent, and the retiring Administrative Agent shall
be  discharged from its duties and obligations hereunder.   After
any  retiring  Administrative Agent's  resignation  hereunder  as
Administrative  Agent, the provisions of  this  Article  8  shall
continue  in  effect for its benefit in respect  of  any  actions
taken  or  omitted  to  be taken by it while  it  was  acting  as
Administrative Agent.

           SECTION  8.08.   Agents  and Co-Agents.   Neither  the
Agents  nor  the  co-agents signatories hereto (the  "Co-Agents")
shall  have  any  duties or liabilities under this  Agreement  in
their capacities as such.

                         ARTICLE IX

                       Miscellaneous

           SECTION 9.01.  Notices.  Except in the case of notices
and  other  communications expressly permitted  to  be  given  by
telephone,  all  notices  and other communications  provided  for
herein  shall  be in writing and shall be delivered  by  hand  or
overnight courier service, mailed by certified or registered mail
or sent by telecopy, as follows:

          (a)  if to the Borrower, to:

               Oryx Energy Company
               13155 Noel Road
               Dallas, Texas 75240
               Attention:  Treasurer
               Telecopy:   972-715-4304
               Telephone:  972-715-4000;

           (b)  if to the Administrative Agent, the Issuing Bank,
     or the Swingline Lender to:

               NationsBank of Texas, N.A.
               Agency Services
               901 Main Street
               14th Floor
               Dallas, Texas  75202
               Attention:  Judy Schneidmiller
<PAGE>
<PAGE>                                                       59

               Telecopy:  214-508-2118
               Telephone:  214-508-2135

          (c)  if for other notices, to:

               NationsBank of Texas, N.A.
               Energy Finance Division
               901 Main Street
               64th Floor
               Dallas, Texas  75202
               Attention:  Denise Smith
               Telecopy:  214-508-1285
               Telephone:  214-508-1261; and

           (d)  if to any other Lender, to it at its address  (or
     telecopy number) set forth on Schedule 2.01.

Any  party  hereto may change its address or telecopy number  for
notices and other communications hereunder by notice to the other
parties  hereto.  All notices and other communications  given  to
any  party  hereto  in  accordance with the  provisions  of  this
Agreement  shall  be deemed to have been given  on  the  date  of
receipt.

          SECTION 9.02.  Waivers; Amendments.  (a)  No failure or
delay by the Administrative Agent, the Issuing Bank or any Lender
in  exercising any right or power hereunder shall  operate  as  a
waiver  thereof, nor shall any single or partial exercise of  any
such  right  or  power, or any abandonment or  discontinuance  of
steps  to  enforce such a right or power, preclude any  other  or
further  exercise thereof or the exercise of any other  right  or
power.  The rights and remedies of the Administrative Agent,  the
Issuing Bank and the Lenders hereunder are cumulative and are not
exclusive  of  any rights or remedies that they  would  otherwise
have.  No waiver of any provision of this Agreement or consent to
any  departure by the Borrower therefrom shall in  any  event  be
effective unless the same shall be permitted by paragraph (b)  of
this  Section, and then such waiver or consent shall be effective
only  in  the  specific instance and for the  purpose  for  which
given.   Without  limiting the generality of the  foregoing,  the
making  of a Loan or issuance of a Letter of Credit shall not  be
construed  as a waiver of any Default, regardless of whether  the
Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default at the time.

           (b)   Neither this Agreement nor any provision  hereof
may  be  waived,  amended  or  modified  except  pursuant  to  an
agreement  or agreements in writing entered into by the  Borrower
and   the   Required   Lenders  or  by  the  Borrower   and   the
Administrative  Agent with the consent of the  Required  Lenders;
provided   that  no  such  agreement  shall  (i)  increase    the
Commitment  of  any Lender without the written  consent  of  such
Lender,  (ii)  reduce the principal amount  of  any  Loan  or  LC
Disbursement  or reduce the rate of interest thereon,  or  reduce
any  fees payable hereunder, without the written consent of  each
Lender  affected  thereby, (iii) postpone the scheduled  date  of
payment of
<PAGE>
<PAGE>                                                       60

the  principal  amount  of any Loan or LC  Disbursement,  or  any
interest  thereon, or any fees payable hereunder, or  reduce  the
amount  of,  waive or excuse any such payment,  or  postpone  the
scheduled  date  of  expiration of any  Commitment,  without  the
written  consent  of  each Lender affected thereby,  (iv)  change
Section 2.18(b) or (c) in a manner that would alter the pro  rata
sharing of payments required thereby, without the written consent
of  each  Lender,  or  (v) change any of the provisions  of  this
Section  or  the definition of "Required Lenders"  or  any  other
provision  hereof specifying the number or percentage of  Lenders
required to waive, amend or modify any rights hereunder  or  make
any  determination  or grant any consent hereunder,  without  the
written  consent of each Lender; provided further  that  no  such
agreement  shall amend, modify or otherwise affect the rights  or
duties  of  the  Administrative Agent, the Issuing  Bank  or  the
Swingline  Lender hereunder without the prior written consent  of
the  Administrative  Agent, the Issuing  Bank  or  the  Swingline
Lender, as the case may be.

           SECTION 9.03.  Expenses; Indemnity.  (a)  The Borrower
agrees  to  pay on demand all reasonable out-of-pocket costs  and
expenses  of  the  Agent  in  connection  with  the  syndication,
preparation,  execution, delivery, administration,  modification,
and  amendment  of this Agreement and the other documents  to  be
delivered   hereunder,   including,   without   limitation,   the
reasonable  fees and expenses of counsel for the Agent (excluding
the  cost  of  internal counsel) with respect  thereto  and  with
respect   to   advising  the  Agent  as   to   its   rights   and
responsibilities  under  this Agreement.   The  Borrower  further
agrees  to pay on demand all costs and expenses of the Agent  and
the  Lenders,  if any (including, without limitation,  reasonable
attorneys' fees and expenses, but excluding the cost of  internal
counsel),  in  connection with the enforcement  (whether  through
negotiations, legal proceedings, or otherwise) of this  Agreement
and the other documents to be delivered hereunder.

      (b)  The Borrower agrees to indemnify and hold harmless the
Agent  and  each  Lender and each of their affiliates  and  their
respective  officers, directors, employees, agents, and  advisors
(each,  an  "Indemnified Party") from and  against  any  and  all
claims,   damages,  losses,  liabilities,  costs,  and   expenses
(including, without limitation, reasonable attorneys' fees)  that
may be incurred by or asserted or awarded against any Indemnified
Party,  in each case arising out of or in connection with  or  by
reason of (including, without limitation, in connection with  any
investigation,  litigation,  or  proceeding  or  preparation   of
defense  in  connection  therewith) this Agreement,  any  of  the
transactions contemplated herein or the actual or proposed use of
the  proceeds  of  the Loans, except to the  extent  such  claim,
damage,  loss,  liability,  cost, or expense  results  from  such
Indemnified  Party's  gross negligence or willful  misconduct  or
claims  by  any of the Lenders against any other Lender  (in  any
capacity).  In the case of an investigation, litigation or  other
proceeding  to which the indemnity in this Section 9.03  applies,
such   indemnity  shall  be  effective  whether   or   not   such
investigation,  litigation  or  proceeding  is  brought  by   the
Borrower,  its  directors,  shareholders  or  creditors   or   an
Indemnified Party or any other Person or any Indemnified Party is
otherwise  a  party thereto and whether or not  the  transactions
contemplated hereby are consummated.  The Borrower agrees not  to
assert any claim against the Agent,
<PAGE>
<PAGE>                                                       61

any  Lender, any of their affiliates, or any of their  respective
directors, officers, employees, attorneys, agents, and  advisers,
on any theory of liability, for special, indirect, consequential,
or  punitive damages arising out of or otherwise relating to this
Agreement,  any of the transactions contemplated  herein  or  the
actual or proposed use of the proceeds of the Loans.

      (c)   Without  prejudice  to  the  survival  of  any  other
agreement   of   the  Borrower  hereunder,  the  agreements   and
obligations of the Borrower contained in this Section 9.03  shall
survive  the  payment in full of the Loans and all other  amounts
payable under this Agreement.

           SECTION  9.04.   Successors and  Assigns.   (a)   Each
Lender (and, in the case of an assignment of all or a portion  of
a  Commitment or any Lender's obligations in respect  of  its  LC
Exposure  or  Swingline  Exposure,  the  Issuing  Bank  and   the
Swingline  Lender)  may assign to one or more Eligible  Assignees
all  or  a  portion  of  its rights and  obligations  under  this
Agreement (including, without limitation, all or a portion of its
Loans and its Commitment); provided, however, that

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

           (ii)  except in the case of an assignment  to  another
Lender  or  an  assignment  of  all  of  a  Lender's  rights  and
obligations  under  this Agreement, any such  partial  assignment
shall  be  in  an  amount at least equal to  $10,000,000;  or  an
integral multiple of $1,000,000 in excess thereof;

           (iii)     each such assignment by a Lender shall be of
a  constant, and not varying, percentage of all of its rights and
obligations under this Agreement; and

           (iv) the parties to such assignment shall execute  and
deliver  to  the  Agent  for  its acceptance  an  Assignment  and
Acceptance  in  the form of Exhibit A hereto, together  with  any
note subject to such assignment and a processing fee of $3,500.

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,  the  Agent  and the Borrower  shall  make  appropriate
arrangements  so that, if required, new 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  the  Borrower  and  the   Agent
certification  as to exemption from deduction or  withholding  of
taxes.

           (b)   The Agent shall maintain at its address referred
to  in  Section  9.01  a copy of each Assignment  and  Acceptance
delivered to and
<PAGE>
<PAGE>                                                        62

accepted  by it and a register for the recordation of  the  names
and addresses of the Lenders and the Commitment of, and principal
amount of the 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   the
Borrower,  the 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 the 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, the  Agent
shall,  if such Assignment and Acceptance has been completed  and
is in substantially the form of Exhibit A 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  in all or a portion of its rights and obligations  under
this Agreement (including all or a portion of its Commitment  and
its 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 Section 2.16, and (iv) the 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 the Borrower relating to its Loans 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 Loans,  extending  any  scheduled
principal payment date or date fixed for the payment of  interest
on such Loans, or extending its Commitment); and provided further
that the participant shall not be entitled to receive any greater
payment  under  Section 2.15 or 2.17 than the  applicable  Lender
would  have  been  entitled  to  receive  with  respect  to   the
participation sold to such participant, unless the  sale  of  the
participation  to  such participant is made with  the  Borrower's
prior  written consent.  A participant that would  be  a  Foreign
Lender  if it were a Lender shall not be entitled to the benefits
of   Section  2.17  unless  the  Borrower  is  notified  of   the
participation  sold  to  such participant  and  such  participant
agrees,  for the benefit of the Borrower, to comply with  Section
2.17(e) as though it were a Lender.

           (e)  Notwithstanding any other provision set forth  in
this Agreement, any Lender may at any time assign and pledge  all
or  any  portion  of  its Loans 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.
<PAGE>
<PAGE>                                                        63

           (f)  Any Lender may furnish any information concerning
the 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 9.12 hereof.

           SECTION  9.05.  Survival.  All covenants,  agreements,
representations and warranties made by the Borrower herein and in
the  certificates or other instruments  delivered  in  connection
with  or  pursuant to this Agreement shall be considered to  have
been  relied  upon by the other parties hereto and shall  survive
the  execution and delivery of this Agreement and the  making  of
any  Loans  and issuance of any Letters of Credit, regardless  of
any  investigation made by any such other party or on its  behalf
and  notwithstanding that the Administrative Agent,  the  Issuing
Bank  or  any  Lender  may have had notice or  knowledge  of  any
Default  or incorrect representation or warranty at the time  any
credit  is  extended hereunder, and shall continue in full  force
and effect as long as the principal of or any accrued interest on
any  Loan  or  any  fee or any other amount  payable  under  this
Agreement  is outstanding and unpaid or any Letter of  Credit  is
outstanding  and so long as the Commitments have not  expired  or
terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03
and  Article  VIII  shall survive and remain in  full  force  and
effect   regardless  of  the  consummation  of  the  transactions
contemplated  hereby, the repayment of the Loans, the  expiration
or  termination  of the Letters of Credit and the Commitments  or
the termination of this Agreement or any provision hereof.

              SECTION     9.06.     Counterparts;    Integration;
Effectiveness.   This Agreement may be executed  in  counterparts
(and by different parties hereto on different counterparts), each
of  which  shall constitute an original, but all  of  which  when
taken   together  shall  constitute  a  single  contract.    This
Agreement and any separate letter agreements with respect to fees
payable  to  the  Administrative  Agent  constitute  the   entire
contract among the parties relating to the subject matter  hereof
and supersede any and all previous agreements and understandings,
oral  or written, relating to the subject matter hereof.   Except
as   provided  in  Section  4.01,  this  Agreement  shall  become
effective  when it shall have been executed by the Administrative
Agent  and  when  the  Administrative Agent shall  have  received
counterparts  hereof  which,  when  taken  together,   bear   the
signatures  of  each of the other parties hereto, and  thereafter
shall  be  binding upon and inure to the benefit of  the  parties
hereto and their respective successors and assigns.  Delivery  of
an  executed counterpart of a signature page of this Agreement by
telecopy  shall  be effective as delivery of a manually  executed
counterpart of this Agreement.

           SECTION  9.07.  Severability.  Any provision  of  this
Agreement  held  to be invalid, illegal or unenforceable  in  any
jurisdiction  shall, as to such jurisdiction, be  ineffective  to
the  extent  of  such invalidity, illegality or  unenforceability
without  affecting  the validity, legality and enforceability  of
the  remaining  provisions  hereof;  and  the  invalidity  of   a
particular  provision  in  a particular  jurisdiction  shall  not
invalidate such provision in any other jurisdiction.
<PAGE>
<PAGE>                                                    64

            SECTION  9.08.   Right  of  Setoff.   (a)   Upon  the
occurrence  and during the continuance of any Event  of  Default,
each  Lender  (and, to the extent permitted by law, each  of  its
affiliates)  is hereby authorized at any time and  from  time  to
time,  to  the fullest extent permitted by law, to  set  off  and
apply  any and all deposits (general or special, time or  demand,
provisional or final) at any time held and other indebtedness  at
any  time  owing by such Lender (or, to the extent  permitted  by
law,  any of its affiliates) to or for the credit or the  account
of  the  Borrower against any and all of the obligations  of  the
Borrower   now  or  hereafter  existing  under  this   Agreement,
irrespective  of whether such Lender shall have made  any  demand
under  this  Agreement  and  although  such  obligations  may  be
unmatured.   Each Lender agrees promptly to notify  the  Borrower
after  any  such  set-off and application made  by  such  Lender;
provided, however, that the failure to give such notice shall not
affect  the validity of such set-off and application.  The rights
of each Lender under this Section are in addition to other rights
and  remedies  (including, without limitation,  other  rights  of
set-off) that such Lender may have.

          (b)  If any Lender (a "benefitted Lender") shall at any
time receive any payment of all or part of the Loans owing to it,
or interest thereon, or receive any collateral in respect thereof
(whether  voluntarily or involuntarily, by setoff, or otherwise),
in  a  greater proportion than any such payment to or  collateral
received  by any other Lender, if any, in respect of  such  other
Lender's  Loans owing to it, or interest thereon, such benefitted
Lender  shall  purchase  for  cash  from  the  other  Lenders   a
participating  interest  in  such  portion  of  each  such  other
Lender's  Loans owing to it, or shall provide such other  Lenders
with  the  benefits  of  any  such collateral,  or  the  proceeds
thereof, as shall be necessary to cause such benefitted Lender to
share  the  excess  payment or benefits  of  such  collateral  or
proceeds  ratably  with each of the Lenders;  provided,  however,
that if all or any portion of such excess payment or benefits  is
thereafter  recovered from such benefitted Lender, such  purchase
shall be rescinded, and the purchase price and benefits returned,
to  the  extent  of  such  recovery, but without  interest.   The
Borrower  agrees  that any Lender so purchasing  a  participation
from a Lender pursuant to this Section may, to the fullest extent
permitted  by  law,  exercise  all  of  its  rights  of   payment
(including   the   right  of  set-off)  with  respect   to   such
participation as fully as if such Person were the direct creditor
of the Borrower in the amount of such participation.

            SECTION   9.09.    GOVERNING   LAW;   SUBMISSION   TO
JURISDICTION;  VENUE.  (A)  THIS AGREEMENT  AND  THE  RIGHTS  AND
OBLIGATIONS  OF  THE  PARTIES HEREUNDER  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH AND BE GOVERNED BY THE LAW OF THE STATE  OF  NEW
YORK.   CHAPTER 15 OF TEXAS REVISED CIVIL STATUTES  ARTICLE  5069
(WHICH  REGULATES  CERTAIN  REVOLVING CREDIT  LOAN  ACCOUNTS  AND
REVOLVING  TRI-PARTY ACCOUNTS) SHALL NOT APPLY TO THIS AGREEMENT.
ANY  LEGAL ACTION OR PROCEEDING AGAINST THE BORROWER WITH RESPECT
TO  THIS  AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE  OF
NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
<PAGE>
<PAGE>                                                       65

DISTRICT OF NEW YORK AND APPELLATE COURTS FROM ANY THEREOF,  AND,
BY  EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER HEREBY
IRREVOCABLY  ACCEPTS FOR ITSELF AND IN RESPECT OF  ITS  PROPERTY,
GENERALLY  AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.  THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND
EMPOWERS  CT CORPORATION SYSTEM, WITH OFFICES ON THE DATE  HEREOF
AT  1633  BROADWAY, NEW YORK, NEW YORK 10019,  AS  ITS  DESIGNEE,
APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON
ITS  BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF  ANY  AND
ALL  LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH  MAY  BE
SERVED IN ANY SUCH ACTION OR PROCEEDING.  IF FOR ANY REASON  SUCH
DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO  ACT
AS  SUCH,  THE  BORROWER  AGREES TO  DESIGNATE  A  NEW  DESIGNEE,
APPOINTEE  AND AGENT IN NEW YORK CITY ON THE TERMS  AND  FOR  THE
PURPOSES  OF  THIS  PROVISION SATISFACTORY TO THE  ADMINISTRATIVE
AGENT.   THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE
OF  PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN  ANY  SUCH
ACTION  OR  PROCEEDING  BY  THE  MAILING  OF  COPIES  THEREOF  BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT
ITS  ADDRESS SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE
TO  BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.  NOTHING  HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT, ANY CO-AGENT,
ANY BANK OR THE HOLDER OF ANY OBLIGATION OWING HEREUNDER TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS  OR  OTHERWISE PROCEED AGAINST THE  BORROWER  IN  ANY
OTHER JURISDICTION.

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

           (C)   EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES,  TO
THE  MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY  HAVE
TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING REFERRED TO
IN   THIS  SECTION  9.09  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE  OR
CONSEQUENTIAL DAMAGES.
<PAGE>
<PAGE>                                                        66

           SECTION   9.10.   WAIVER OF JURY  TRIAL.   EACH  PARTY
HERETO  HEREBY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED   BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN   ANY
LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT  OF  OR
RELATING  TO  THIS  AGREEMENT  OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY  (WHETHER  BASED ON CONTRACT, TORT OR ANY  OTHER  THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT  OR
ATTORNEY  OF  ANY  OTHER  PARTY  HAS  REPRESENTED,  EXPRESSLY  OR
OTHERWISE,  THAT  SUCH OTHER PARTY WOULD NOT,  IN  THE  EVENT  OF
LITIGATION,   SEEK   TO   ENFORCE  THE   FOREGOING   WAIVER   AND
(B)  ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE  BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,  THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION  9.11.  Headings.  Article and Section headings
and  the  Table  of Contents used herein are for  convenience  of
reference  only,  are not part of this Agreement  and  shall  not
affect  the  construction of, or be taken into  consideration  in
interpreting, this Agreement.

            SECTION    9.12.   Confidentiality.   Each   of   the
Administrative Agent, the Issuing Bank and the Lenders agrees  to
maintain  the  confidentiality of  the  Information  (as  defined
below),  except that Information may be disclosed (a) to its  and
its   Affiliates'  directors,  officers,  employees  and  agents,
including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made  will
be  informed  of the confidential nature of such Information  and
instructed  to keep such Information confidential),  (b)  to  the
extent  requested by any regulatory authority, (c) to the  extent
required by applicable laws or regulations or by any subpoena  or
similar  legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder  or
any  suit, action or proceeding relating to this Agreement or the
enforcement  of  rights hereunder, (f) subject  to  an  agreement
containing  provisions substantially the same as  those  of  this
Section, to any assignee of or Participant in, or any prospective
assignee  of  or Participant in, any of its rights or obligations
under  this  Agreement, (g) with the consent of the  Borrower  or
(h) to the extent such Information (i) becomes publicly available
other  than  as  a  result  of  a  breach  of  this  Section   or
(ii)  becomes available to the Administrative Agent, the  Issuing
Bank or any Lender on a nonconfidential basis from a source other
than   the   Borrower.   For  the  purposes  of   this   Section,
"Information"  means all information received from  the  Borrower
relating  to  the Borrower or its business, other than  any  such
information  that is available to the Administrative  Agent,  the
Issuing  Bank or any Lender on a nonconfidential basis  prior  to
disclosure  by  the  Borrower; provided  that,  in  the  case  of
information  received from the Borrower after  the  date  hereof,
such information is clearly identified at the time of delivery as
confidential.     Any   Person   required   to    maintain    the
confidentiality of Information as provided in this Section  shall
be  considered to have complied with its obligation to do  so  if
such Person has exercised the same degree of
<PAGE>
<PAGE>                                                    67

care  to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

           SECTION  9.13.  Interest.  (a)  It is the intention of
the  parties  hereto that each Lender shall conform  strictly  to
usury  laws  applicable to it.  Accordingly, the  parties  hereto
stipulate  and  agree  that  none of  the  terms  and  provisions
contained in this Agreement shall ever be construed to  create  a
contract  to  pay  to  any Lender for the  use,  forbearance,  or
dedentition  of  money at a rate in excess of the Highest  Lawful
Rate  applicable  to such Lender, and that for  purposes  hereof,
"interest"  shall include the aggregate of all charges  or  other
consideration which constitute interest under applicable laws and
are  contracted for, taken, reserved, charged, or received  under
this  Agreement or otherwise in connection with the  transactions
contemplated  by  this Agreement.  Further, if  the  transactions
contemplated hereby would be usurious as to any Lender under laws
applicable  to it, then, in that event, notwithstanding  anything
to  the contrary in this Agreement or any other agreement entered
into  in  connection with or as security for  the  Loans,  it  is
agreed  as  follows:   the aggregate of all  consideration  which
constitutes  interest under law applicable to  each  such  Lender
that is contracted for, taken, reserved, charged, or received  by
such  Lender  under  this Agreement or under  any  of  the  other
aforesaid  agreements  or  otherwise  in  connection  with   this
Agreement shall under no circumstances exceed the maximum  amount
allowed  by  the  law applicable to such Lender, and  any  excess
shall  be credited by such Lender on the principal amount of  the
Indebtedness  of  the Borrower owed to such Lender  (or,  if  the
principal  amount of such Indebtedness shall have  been  paid  in
full,  to the extent such interest has been received by a  Lender
it  shall  be  refunded  by such Lender to  the  Borrower).   The
provisions of this Section 9.13(a) shall control over  all  other
provisions  of  this Agreement which may be in apparent  conflict
herewith.  The parties further stipulate and agree that,  without
limitation  on  the foregoing, all calculations of  the  rate  or
amount  of  interest contracted for, taken, reserved, charged  or
received  under  any of this Agreement which  are  made  for  the
purpose  of  determining whether such rate or amount  exceed  the
Highest  Lawful  Rate shall be made, to the extent  permitted  by
applicable   law,  by  amortizing,  prorating,  allocating,   and
spreading  during  the  period of the full  stated  term  of  the
Indebtedness,  and if longer and if permitted by applicable  law,
until  payment  in full, all interest at any time  so  contracted
for, taken, reserved, charged, or received.

           (b)   If  at  any time the effective rate of  interest
which  would  otherwise apply to any Indebtedness  arising  under
this Agreement would exceed the Highest Lawful Rate applicable to
any  Lender (taking into account the interest rate applicable  to
such  Indebtedness  pursuant  to the  other  provisions  of  this
Agreement,  plus  all additional charges and consideration  which
have  been contracted for, taken, reserved, charged, or  received
under  this  Agreement,  or  any of them,  and  which  additional
charges  or  consideration (the "Additional Charges")  constitute
interest  with  respect  to  such  Indebtedness),  the  effective
interest  rate to apply to such Indebtedness made by such  Lender
shall  be  limited to the Highest Lawful Rate, but any subsequent
reductions  in the interest rate applicable to such  Indebtedness
owed  to such Lender shall not reduce the effective interest rate
to apply to such Indebtedness owed to
<PAGE>
<PAGE>                                                        68

such  Lender  below  the Highest Lawful Rate applicable  to  such
Lender  until  the  total  amount of  interest  accrued  on  such
Indebtedness  equals  the  amount of interest  which  would  have
accrued if the interest rate from time to time applicable to such
Indebtedness owed to such Lender had at all times been in  effect
with respect to such Indebtedness pursuant to other provisions of
this  Agreement  and if the Lenders had collected all  Additional
Charges called for under this Agreement.  If at maturity or final
payment  of such Lender's Loans and all the amounts owed pursuant
to  this  Agreement, the total amount of interest  accrued  under
this   Agreement  on  such  Lender's  Loans  (including   amounts
designated  as  "interest"  plus  any  Additional  Charges  which
constitute  interest with respect to amounts owed hereunder,  and
taking into account the limitations of the first sentence of this
Section 9.13(b)) is less than the total amount of interest  which
would  have  accrued  if  the interest  rate  or  interest  rates
applicable  to  the  Indebtedness from time to  time  outstanding
hereunder  had at all times been in effect pursuant to the  other
provisions  of this Agreement, then the Borrower agrees,  to  the
fullest  extent permitted by the laws applicable to such  Lender,
to  pay  to such Lender an amount equal to the difference between
(i)  the  lesser of (1) the amount of interest which  would  have
accrued  hereunder on such Lender's Loans if the  Highest  Lawful
Rate had at all times been in effect (but excluding, for purposes
of  calculating  such amount of interest, any Additional  Charges
which constitute interest with respect to such Lender's Loans) or
(2) the amount of interest which would have accrued hereunder  on
such  Lender's  Loans  if  the interest rate  or  interest  rates
applicable  to  the  Indebtedness from time to  time  outstanding
hereunder  had at all times been in effect pursuant to the  other
provisions  of  this Agreement (including amounts  designated  as
"interest" plus any Additional Charges which constitute  interest
with  respect to this Agreement) less (ii) the amount of interest
actually  accrued  hereunder on such  Lender's  Loans  (including
amounts  designated  as  "interest" plus any  Additional  Charges
which constitute interest with respect to such Lender's Loans).

            SECTION   9.14.   Existing  Credit  Agreement.    The
Borrower  and each of the Original Lenders hereby agree that  the
commitments under the Existing Credit Agreement shall,  effective
upon   the  Effective  Date,  be  automatically  and  immediately
terminated.   In  connection  with the  foregoing,  each  of  the
Original  Lenders  (the  Original Lenders  constituting,  in  the
aggregate,  the  "Required Banks" under and  as  defined  in  the
Existing Credit Agreement) hereby agrees to waive the requirement
that  the  Borrower  provide  notice of  such  termination  under
Section  2.02  of the Existing Credit Agreement.  Notwithstanding
the  foregoing, on the Effective Date, (i) all "Bid Loans" (under
and  as  defined in the Existing Credit Agreement) of an Original
Lender outstanding under the Existing Credit Agreement (A)  shall
remain  outstanding  until the maturity  of  such  Bid  Loans  in
accordance  with the terms of such Bid Loans under  the  Existing
Credit  Agreement,  provided that  such  Bid  Loans  may  not  be
extended,  renewed  or reborrowed and no Bid  Loan  shall  mature
later than October 27, 1997, and (B) shall remain subject to  and
be payable under the terms of and in accordance with the Existing
Credit  Agreement;  provided, however, any  Bid  Loans  remaining
outstanding under the Existing Credit Agreement shall be included
for  purposes  of  determining the total Commitments  under  this
Agreement  and  (ii) any Continuing Letters of Credit  listed  on
Schedule 3.14 shall become Letters of Credit hereunder.  From and
after the
<PAGE>
<PAGE>                                                      69

Effective  Date,  no  Original Lender  which  was  party  to  the
Existing Credit Agreement but which will not become party to this
Agreement  (each, an "Exiting Lender") shall have any obligations
or   liabilities  under  this  Agreement  with  respect  to   the
Continuing Letters of Credit and, without limiting the foregoing,
no  Exiting Lender shall have any participating interest  in  any
such  Continuing  Letter of Credit.  The Lenders  hereby  confirm
that,  from  and after the Effective Date, all participations  of
the Lenders in respect of Letters of Credit (including Continuing
Letters  of  Credit) outstanding hereunder pursuant to subsection
2.06(d)  shall  be based upon the Applicable Percentages  of  the
Lenders.

           SECTION   9.15.   Judgment in a  Currency  Other  Than
Dollars.   The  obligations  of the Borrower  hereunder  to  make
payments in Dollars shall not be discharged or satisfied  by  any
tender  or  recovery  pursuant to any judgment  expressed  in  or
converted  into  any currency other than Dollars  except  to  the
extent  to  which  such tender or recovery shall  result  in  the
effective  receipt  by  the Lenders of the  full  amount  of  the
Dollars  expressed to be payable hereunder, and accordingly  such
primary  obligations of the Borrower shall be enforceable  as  an
alternative  or  additional cause of action for  the  purpose  of
recovery  in  Dollars  of  the amount  (if  any)  by  which  such
effective  receipt  shall fall short of the full  amount  of  the
Dollars  expressed  to  be payable hereunder  and  shall  not  be
effected by judgment being obtained for any other sums due  under
this Agreement.
<PAGE>
<PAGE>                                                       70

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement  to  be  duly  executed by their respective  authorized
officers as of the day and year first above written.


                              ORYX ENERGY COMPANY


                              By: /s/ Steven J. Flowers
                                   Title: Vice President & Treasurer


                              NATIONSBANK OF TEXAS, N.A.,
                              Administrative Agent and as a Lender


                              By: /s/ Denise A. Smith
                                   Title: Senior Vice President

                              NATIONSBANC MONTGOMERY
                              SECURITIES, INC., as Arranger


                              By: /s/ David E. Hunt
                                   Title: Managing Director

                              BARCLAYS BANK PLC, as
                              Documentation Agent and as a Lender


                              By: /s/ Joseph Onischuk
                                   Title: Associate Director

                              CHASE SECURITIES INC., as
                              Syndication Agent


                              By: /s/ Thomas H. Kozlark
                                   Title: Vice President
<PAGE>
<PAGE>                                                      71

                              THE CHASE MANHATTAN BANK, as a
                              Lender


                              By: /s/ Ronald Potter
                                   Title: Managing Director

                              BANK OF AMERICA NT & SA, as
                              Co-Agent and as a Lender


                              By: /s/ Michael J. Dillon
                                   Title: Managing Director

                              BANK OF MONTREAL, as Co-Agent and
                              as a Lender


                              By: /s/ Michael P. Stuckey
                                   Title: Managing Director, U.S.
                                             Corporate Banking

                              THE BANK OF NEW YORK, as
                              Co-Agent and as a Lender


                              By: /s/ John Watt
                                   Title: Vice President

                              THE BANK OF TOKYO-MITSUBISHI,
                              LTD., HOUSTON AGENCY, as
                              Co-Agent and as a Lender


                              By: /s/ Michael Meiss
                                   Title: Vice President

                              CITIBANK N.A., as Co-Agent
                              and as a Lender


                              By: /s/ David L. Harris
                                   Title: Vice President
<PAGE>
<PAGE>                                                     72

                              THE INDUSTRIAL BANK OF JAPAN,
                              LIMITED, as Co-Agent and as
                              a Lender


                              By: /s/ Kazutoshi Kuwahara
                                   Title: Executive Vice President,
                                                  Houston Office

                              ROYAL BANK OF CANADA, as
                              Co-Agent and as a Lender


                              By: /s/ Gil Bernard
                                   Title: Senior Manager

                              CAISSE NATIONALE DE CREDIT
                              AGRICOLE


                              By: /s/ Dean Balice
                                   Title: Senior Vice President

                              DEN NORSKE BANK ASA


                              By: /s/ J. Morten Kreutz
                                   Title: Vice President

                              DEN NORSKE BANK ASA


                              By: /s/ Byron L. Cooley
                                   Title: Senior Vice President


                              THE FUJI BANK, LTD. HOUSTON
                              AGENCY


                              By: /s/ Yoshiaki Inoue
                                   Title: Vice President & Manager
<PAGE>
<PAGE>                                                      73

                              THE LONG-TERM CREDIT BANK
                              OF JAPAN, LIMITED


                              By: /s/ Sadao Muraoka
                                   Title: Head of Southwest Region

                              WELLS FARGO BANK


                              By: /s/ Lester J. N. Keliher
                                   Title: Vice President

                              BANK OF SCOTLAND


                              By: /s/ Annie Chin Tat
                                   Title: Vice President

                              BANQUE PARIBAS


                              By: /s/ Michael H. Fiuzat
                                   Title: Vice President

                              BANQUE PARIBAS


                              By: /s/ Larry Robinson
                                   Title: Vice President


                              CREDIT LYONNAIS NEW YORK
                              BRANCH


                              By: /s/ Pascal Poupelle
                                   Title: Executive Vice President

                              CREDIT SUISSE FIRST BOSTON


                              By: /s/ James Moran
                                   Title: Director
<PAGE>
<PAGE>                                                     74

                              CREDIT SUISSE FIRST BOSTON


                              By: /s/ Eric J. Eckholdt
                                   Title: Associate


                              THE DAI-ICHI KANGYO BANK,
                              LIMITED


                              By: /s/ Masaaki Ishikura
                                   Title: Vice President

                              MORGAN GUARANTY TRUST
                              COMPANY OF NEW YORK


                              By: /s/ John Kowalczuk
                                   Title: Vice President

                              HSBC INVESTMENT BANK PLC


                              By: /s/ John A. Cleveland
                                   Title: Managing Director

                              THE MITSUBISHI TRUST &
                              BANKING CORPORATION CHICAGO
                              BRANCH


                              By: /s/ Hachiro Hosoda
                                   Title: Deputy General Manager

                              THE SANWA BANK, LIMITED


                              By: /s/ Matthew G. Patrick
                                   Title: Vice President

                              THE SUMITOMO BANK, LIMITED


                              By: /s/ Reigi Sato
                                   Title: Joint General Manager
<PAGE>
                                                    Schedule 2.01




                                       Total Amount
Name and Address of Bank               of Commitment

Nationsbank of Texas, N.A.            $32,660,000.00
Credit Contact:  Denise Smith
901 Main Street - 64th Floor
Dallas, Texas  75202
Telephone:  214-508-1261
Telecopy:   214-508-1285

Operations Contact:  Judy Schneidmiller
Telephone:  214-508-2135
Telecopy:   214-508-2118

Barclays Bank Plc                     $32,660,000.00
Credit Contact:  Darryl Neider
Director
222 Broadway
New York, New York  10038
Telephone: 212-412-1306
Telecopy:  212-412-7585

Operations Contact:  Anand Chan-Sui
75 Wall Street, 12th Floor
New York, NY 10265
Telephone:  212-412-3702
Telecopy:   212-412-5306

The Chase Manhattan Bank, N.A.        $32,660,000.00
Credit Contact:  Donna German
Senior Vice President
2200 Ross Avenue
Dallax, TX 75201
Telephone:  214-965-2540
Telecopy:   214-965-2389

Operations Contact:  Lynette Lang
1 Chase Manhattan Plaza
8th Floor
New York, NY 10081
Telephone:  212-552-7692
Telecopy:   212-552-5777
<PAGE>
<PAGE>                                              2


                                        Total Amount
Name and Address of Bank                of Commitment


CO-AGENTS

Bank of America NT & SA                $26,000,000.00
Credit Contact:  Mike Dillon
333 Clay Street, Suite 4550
Houston, Texas  77002
Telephone:  713-651-4903
Telecopy:  713-651-4808

Operations Contact:  Debbie Aguilar
Account Administrator
231 South LaSalle
Chicago, IL  60697
Telephone:  312-828-3793
Telecopy:   312-974-9626

Bank of Montreal                        $26,000,000.00
Credit Contact:  Anne Marie Goodwin
700 Louisiana
Suite 4400
Houston, Texas  77002
Telephone:  713-546-9724
Telecopy:   713-223-4007

Operations Contact:  Charlo Chase
Client Services Officer
115 S. LaSalle
11th Floor West
Chicago, IL 60603
Telephone:  312-750-4326
Telecopy:   312-750-6061

The Bank of New York                      $26,000,000.00
Credit Contact:  Raymond J. Palmer
One Wall Street - 19th Floor
New York, New York  10286
Telephone:  212-635-7834
Telecopy:   212-635-7923

Operations Contact:  Kathy D'Elena
Telephone:  212-635-7550
Telecopy:   212-635-7923
<PAGE>
<PAGE>                                                    3

                                     Total Amount
Name and Address of Bank             of Commitment



The Bank of Tokyo-Mitsubishi,        $26,000,000.00
Ltd., Houston Agency
Credit Contact:  Donna Breland
Assistant Vice President
1100 Louisiana St., Suite 2800
Houston, Texas  77002
Telephone:  713-655-3810
Telecopy:   713-655-3855

Operations Contact:  Nadra Breir
Loan Assistant
Telephone:  713-655-3847
Telecopy:   713-655-0116

Citibank N.A.                         $26,000,000.00
Credit Contact: Don Miller
1200 Smith Street, Suite 2000
Houston, TX 77002
Telephone:  713-654-2962
Telecopy:   713-654-2849

Operations Contact:  Kate Bohen
Loan Administrator
2 Penns Way
New Castle, DE
Telephone:  302-894-6077
Telecopy:   302-894-6120


The Industrial Bank of                $26,000,000.00
Japan, Limited
Credit Contact:  David Fox
Vice President
Three Allen Center
Suite 4850
333 Clay Street
Houston, TX 77002
Telephone:  713-651-9444 ext.102
Telecopy:   713-651-9202

Operations Contact:  Atsushi Kawai
1251 Avenue of the Americas
New York, NY 10020-1104
Telephone:  212-282-4060
Telecopy:   212-282-4480/282-4250
<PAGE>
<PAGE>                                                    4

                                      Total Amount
Name and Address of Bank              of Commitment



Royal Bank of Canada                 $26,000,000.00
Credit Contact:  Gil J. Benard
12450 Greenspoint Dr., Suite 1450
Houston, TX 77060
Telephone:  281-874-5662
Telecopy:   281-874-0081

Operations Contact:  Asst. Manager, Loan Processing
1 Financial Square, 23rd Floor
New York, NY 10005-3531
Telephone:  212-428-6321
Telecopy:   718-428-2372

PARTICIPANTS

Caisse Nationale de Credit             $20,000,000.00
Agricole
Credit Contact:  Brian D. Knezeak
600 Travis St., Suite 2340
Houston, TX 77002
Telephone:  713-223-7000
Telecopy:   713-223-7029

Operations Contact:  Karen Bergstrom
55 E. Monroe, Suite 4700
Chicago, IL 60603
Telephone:  312-917-7420
Telecopy:   312-372-2628

Den Norske Bank ASA                    $20,000,000.00
Credit Contact:  J. Morten Kreutz
Three Allen Center
333 Clay Street
Houston, Texas  77002
Telephone:  713-844-9254
Telecopy:   713-757-1167

Operations Contact:  Alberto Caceda
Telephone:  212-681-3843
Telecopy:   212-681-4123
<PAGE>
<PAGE>                                                     5

                                        Total Amount
Name and Address of Bank                of Commitment


The Fuji Bank, Ltd. Houston Agency      $20,000,000.00
Credit Contact:  Tommy Watts
Vice President
1 Houston Center
121 McKinney St., Suite 4100
Houston, Texas  77010
Telephone:  713-650-7868
Telecopy:   713-759-0048

Operations Contact:  Frances Flores / Jenny Lin
Telephone:  713-650-7823 / 713-650-7821
Telecopy:   713-951-0590

The Long-Term Credit Bank of            $20,000,000.00
Japan, Limited
Credit Contact:  Doug Whiddon
2200 Ross Avenue
Suite 4700 West
Dallas, Texas  75201
Telephone:  214-969-5352
Telecopy:   214-969-5357

Operations Contact:  Robert Pacifici
165 Broadway
New York, New York  10006
Telephone:  212-335-4801
Telecopy:   212-608-3452

Wells Fargo Bank                        $20,000,000.00
Credit Contact:  Lester Kelliher
1445 Ross Avenue, Suite 400
Dallas, TX 75202
Telephone:  214-777-4025
Telecopy:   214-777-4044

Operations Contact:  Same as above
<PAGE>
<PAGE>                                                    6

                                Total Amount
Name and Address of Bank        of Commitment

Bank of Scotland               $12,000,000.00
Credit Contact:  Janna Blanter
Vice President
1200 Smith Street
Suite 1750
Houston, Texas  77002
Telephone:  713-651-1870
Telecopy:   713-651-9714

Operations Contact:  Janet Taffe
Assistant Vice President
565 Fifth Avenue
New York, New York  10017
Telephone:  212-450-0872
Telecopy:   212-557-9460

Banque Paribas                 $12,000,000.00
Credit Contact:  Mike Fiuzar
Vice President
1200 Smith # 3100
Houston, TX 77002
Telephone:  713-659-4811
Telecopy:   713-659-6915

Operations Contact:  Leah Evans-Hughes
Operations Officer
1200 Smith Street, Suite 3100
Houston, Texas  77002
Telephone:  713-659-4811
Telecopy:  713-659-5303

Credit Lyonnais New York Branch      $12,000,000.00
Credit Contact:  Christing Smith-Byerly
1000 Louisiana, Suite 5360
Houston, TX 77002
Telephone:  716-753-8720
Telecopy:  716-751-0307

Operations Contact:  Bernadette Archie
Telephone: 713-753-8702
Telecopy: 713-751-0307
<PAGE>
<PAGE>                                                  7

                                Total Amount
Name and Address of Bank        of Commitment

Credit Suisse First Boston     $12,000,000.00
Credit Contact:  James Moran
Director
11 Madison Avenue
New York, NY 10010
Telephone:  212-325-9176
Telecopy:  212-325-8314

Operations Contact:  Matthew Wilson
Telephone:  212-325-0303
Telecopy:   212-325-6508

The Dai-Ichi Kangyo Bank,      $12,000,000.00
Limited
Credit Contact:  Warren R. Ross
1100 Louisiana, Suite 4940
Houston, TX 77002
Telephone:  713-654-5055
Telecopy:   713-654-1667

Operations Contact:  Christine Dell'Aira
Telephone:  212-432-8841
Telecopy:   212-912-1879

Morgan Guaranty Trust Company  $12,000,000.00
of New York
Credit Contact:  John Kowalczuk
Vice President
60 Wall Street
New York, New York  10260
Telephone:  212-648-7612
Telecopy:   212-648-5014

Operations Contact:  Sandra Doherty
500 Stanton Christiana Road
3/OPS2 MCC
Newark, Delaware  19713-2107
Telephone:  302-634-8122
Telecopy:   302-634-1092
<PAGE>
<PAGE>                                                 8

                                Total Amount
Name and Address of Bank        of Commitment

HSBC Investment Bank plc       $12,000,000.00
Credit Contact:  John A. Cleveland
Executive Director
140 Broadway, 5th Floor
New York, New York  10005
Telephone:  212-658-2702
Telecopy:   212-658-2580

Operations Contact:  Dennis Mason
Thames Exchange
10 Queen St. Place
London EC4R1BL
Telephone:  011 44 171 336 9292
Telecopy:   011 44 171 336 9293

The Mitsubishi Trust &         $12,000,000.00
Banking Corporation Chicago Branch
Credit Contact:  Chris Strike
Corporate Finance Officer
311 S. Wacker Dr., Suite 6300
Chicago, Illinois  60606
Telephone:  312-408-6015
Telecopy:   312-663-0863

Operations Contact:  Carmen Lopez
Telephone:  312-408-6022
Telecopy:   312-408-0170

The Sanwa Bank, Limited        $12,000,000.00
Credit Contact:  Pamela Beal
Banking Officer
4100 W Texas Commerce Tower
2200 Ross Avenue
Dallas, TX 75202
Telephone:  214-665-0242
Telecopy:   214-953-3963

Operations Contact:  Renko Hara
55 East 52nd Street
New York, NY 10055
Telephone:  212-339-3084
Telecopy:   212-754-3084
<PAGE>
<PAGE>                                                     9

                                Total Amount
Name and Address of Bank        of Commitment

The Sumitomo Bank, Limited     $12,000,000.00
Credit Contact:  Energy Group
700 Louisiana St., Suite 1750
Houston, TX 77002
Telephone:  713-238-8200
Telecopy:   713-759-0020

Operations Contact:  Jessica Cueto
Telephone:  212-224-4132
Telecopy:   212-224-4537

                              _______________
Total Facility                $500,000,000.00
<PAGE>

                                                                 
                                                    SCHEDULE 3.01

                ORYX ENERGY COMPANY SUBSIDIARIES
<TABLE>
                                          <C>              <C>
                                           Place of          Percentage
<S>                                        Incorporation/   Ownership by the
Company Name                               Registration    Company or one of
                                                            its Subsidiaries
Antelope Insurance Co. Ltd.                 Bermuda            99.99%
Oryx Algerie Energy Company                 Cayman Islands       100%
Oryx Algerie (Mehaiguene) Company           Cayman Islands       100%
Oryx Canada Energy Company                  Delaware             100%
Oryx Crude Trading & Transportation, Inc.   Delaware             100%
Oryx Ecuador Energy Company                 Delaware             100%
Oryx Eurasian Pipeline Company              Delaware             100%
     Oryx Caspian Pipeline, L.L.C.          Delaware            99.0%
Oryx Gas Marketing Company                  Delaware             100%
Oryx Indonesia Energy Company               Delaware             100%
Oryx International Energy Company           Cayman Islands       100%
Oryx Kazakhstan Energy Company              Delaware             100%
Oryx Kazakhstan (Arman) Energy Company      Delaware             100%
Oryx Mexico Energy Company                  Delaware             100%
Oryx NW Shelf Australia Energy Pty Ltd      Western Australia    100%
Oryx Pipe Line Company                      Delaware             100%
Oryx Services Company                       Delaware             100%
Oryx U.K. Energy Company                    Delaware             100%
Oryx U.K. (Italy) Energy Limited            United Kingdom     99.99%
Oryx (ZOC) Energy Pty Ltd                   Western Australia    100%
Sun Energy Partners, L.P.                   Delaware              98%
     Oryx Crude Trading & Transportation
          Limited Partnership               Delaware            *
     Oryx Gas Marketing Limited Partnership Delaware            *
     Oryx Pipe Line Limited Partnership     Delaware            *
     Sun Offshore Gathering Limited
          Partnership                       Delaware            *
     Sun Operating Limited Partnership      Delaware            *
          Oryx Development Limited
               Partnership                  Delaware            *
          Oryx Development - II, L.P.       Delaware            *
     Sun Pennsylvania Limited Partnership   Delaware            *
Sun Exploration and Production Company
     of Pennsylvania, Inc.                  Pennsylvania        100%
Sun Offshore Gathering Company              Delaware            100%
</TABLE>

*  99% limited partnership interest owned by Sun Energy Partners,
L.P., 1% general partnership interest owned by Oryx Energy
Company or one of its corporate subsidiaries.
<PAGE>

                                                    SCHEDULE 3.14

                  CONTINUING LETTERS OF CREDIT
                                
                              
                                
  Amount          Issuing Bank               Beneficiary

$26,055,720    Barclays Bank PLC     Three Galleria Tower Venture

<PAGE>


                            EXHIBIT A
                    ASSIGNMENT AND ACCEPTANCE



     Reference is made to the Credit Agreement dated as of
October __, 1997 (the "Credit Agreement") among ORYX ENERGY
COMPANY, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions from time to time parties
thereto (the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC., as
Arranger (in such capacity, the "Arranger"), CHASE SECURITIES
INC., as Syndication Agent (in such capacity, the "Syndication
Agent"), BZW, the investment banking division of Barclays Bank
PLC, as Documentation Agent (in such capacity, the "Documentation
Agent") and NATIONSBANK OF TEXAS, N.A., as administrative agent
for the Lenders (the "Administrative Agent").  Terms defined in
the Credit Agreement are used herein with the same meaning.

     The "Assignor" and the "Assignee" referred to on Schedule 1
agree as follows:

     1.   The Assignor hereby sells and assigns to the Assignee,
without recourse and without representation or warranty except as
expressly set forth herein, and the Assignee hereby purchases and
assumes from the Assignor, an interest in and to the Assignor's
rights and obligations under the Credit Agreement as of the date
hereof equal to the percentage interest specified on Schedule 1
of all outstanding rights and obligations under the Credit
Agreement.  After giving effect to such sale and assignment, the
Assignee's Commitment and the amount of the Loans owing to the
Assignee will be as set forth on Schedule 1.

     2.   The Assignor (i) represents and warrants that it is the
legal and beneficial owner of the interest being assigned by it
hereunder and that such interest is free and clear of any adverse
claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit
Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any
other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the
Borrower or any of its Subsidiaries or the performance or
observance by the Borrower or any of its Subsidiaries of any of
its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.

     3.   The Assignee (i) confirms that it has received a copy
of the Credit Agreement, together with copies of the financial
statements referred to in Section 5.01 thereof and such other
documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent,
the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible
Assignee; (iv) appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement as are delegated
to the Administrative Agent by the terms thereof, together with
such powers and discretion as are
<PAGE>
<PAGE>                                                       2

reasonably incidental thereto; (v) agrees that it will perform in
accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it
as a Lender; and (vi) attaches any U.S. Internal Revenue Service
or other forms required under Section 2.17.

     4.   Following the execution of this Assignment and
Acceptance, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent.  The
effective date for this Assignment and Acceptance (the "Effective
Date") shall be the date of acceptance hereof by the
Administrative Agent, unless otherwise specified on Schedule 1.

     5.   Upon such acceptance and recording by the
Administrative Agent, as of the Effective Date, (i) the Assignee
shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall,
to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under
the Credit Agreement.

     6.   Upon such acceptance and recording by the
Administrative Agent, from and after the Effective Date, the
Administrative Agent shall make all payments under the Credit
Agreement in respect of the interest assigned hereby (including,
without limitation, all payments of principal, interest and
commitment fees with respect thereto) to the Assignee.  The
Assignor and Assignee shall make all appropriate adjustments in
payments under the Credit Agreement for periods prior to the
Effective Date directly between themselves.

     7.   This Assignment and Acceptance shall be governed by,
and construed in accordance with, the laws of the State of New
York.

     8.   This Assignment and Acceptance may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.  Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by
telecopier shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have
caused Schedule 1 to this Assignment and Acceptance to be
executed by their officers "hereunto duly authorized as of the
date specified thereon.
<PAGE>
<PAGE>                                               3
                                
<TABLE>
<CAPTION>
                           SCHEDULE 1
                               to
                    ASSIGNMENT AND ACCEPTANCE

                                                   <C>
<S>
Percentage interest assigned:                      _________%
Assignee's Commitment:                             $_________
Aggregate outstanding principal amount of Loans
   assigned:                                       $_________
Principal amount of Note payable to Assignee:      $_________
Principal amount of Note payable to Assignor:      $_________
Effective Date (if other than date of acceptance
  by Agent):                                       *____, 19__
</TABLE>


                              [NAME OF ASSIGNOR], as Assignor
                              
                              
                              By:
                              _________________________________
                                   Title:
                              
                              Dated: _______________, 19 _
                              
                              
                              
                              [NAME OF ASSIGNEE], as Assignee
                              
                              
                              By:
                              _________________________________
                                   Title:
                              
                              Domestic Lending Office:
                              
                              Eurodollar Lending Office:
                              








___________________

*    This date should be no earlier than five Business Days after
     the delivery of this Assignment and Acceptance to the Agent.
<PAGE>
<PAGE>                                                        4

Accepted [and Approved] **
this ____ day of ____________, 19 _

NATIONSBANK OF TEXAS, N.A.


By: __________________________
Title:

[Approved this day
of ______________, 19_


ORYX ENERGY COMPANY

By: ____________________________]**
Title:




























______________________________

**   Required if the Assignee is an Eligible Assignee solely by
     reason of clause (iii) of the definition of "Eligible
     Assignee".
<PAGE>

                                             EXHIBIT B-1
      
      
      
      
      
                           [FORM OF OPINION OF
                         CRAVATH, SWAINE & MOORE]
      
      
      
                                         October __, 1997
      
      
      
                           Oryx Energy Company
                             Credit Agreement
      
      
      Dear Sirs:
      
            We have acted as special counsel for Oryx
      Energy Company, a Delaware corporation (the
      "Company"), in connection with the Credit
      Agreement, dated as of October __, 1997 (the
      "Credit Agreement"), among the Company, the
      Lenders listed therein, the Agents identified
      therein and NationsBank of Texas, N.A., as
      administrative agent for the Lenders.  Capitalized
      terms defined in the Credit Agreement are used
      herein as defined therein.
      
            We have examined originals or copies,
      certified or otherwise identified to our
      satisfaction, of the Credit Agreement and such
      other documents, corporate records, certificates
      of public officials and other instruments and have
      conducted such other investigations of fact and
      law as we have deemed necessary or advisable for
      purposes of this opinion.  We have relied, with
      respect to certain factual matters, on the
      representations and warranties of the Company
      contained in the Credit Agreement and have assumed
      compliance by the Company with the terms of the
      Credit Agreement.  In rendering our opinion, we
      also have assumed the due authorization, execution
      and delivery of the Credit Agreement by all
      parties thereto other than the Company.
      
            Based upon the foregoing, we are of opinion
      that:

       1.  The Company has the corporate power and authority to
    execute, deliver and perform the terms and provisions of the
    Credit Agreement and has taken all necessary corporate
    action to authorize the execution, delivery and performance
    by it of the Credit Agreement.  The Credit Agreement has
    been duly executed and delivered on behalf of the Company.
<PAGE>
<PAGE>                                                        2

       2.  The Credit agreement constitutes a legal, valid and
    binding agreement of the Company, enforceable against the
    Company in accordance with its terms, except that (i) the
    foregoing is subject to applicable bankruptcy,
    reorganization, insolvency, fraudulent transfer, moratorium
    and other similar laws affecting creditors' rights generally
    from time to time in effect, (ii) the foregoing is also
    subject to general principles of equity (including, without
    limitation, concepts of materiality, reasonableness, good
    faith and fair dealing), regardless of whether such
    enforceability is considered in a proceeding in equity or at
    law, (iii) insofar as provisions contained in the Credit
    Agreement provide for indemnification, or provide that any
    party is to be relieved of liability for its own negligence,
    the enforcement thereof may be limited by public policy
    considerations, and (iv) we express no opinion as to the
    effect of the law of any jurisdiction other than the State
    of New York wherein any Lender may be located or wherein
    enforcement of the Credit Agreement may be sought which
    limits the rates of interest legally chargeable or
    collectible.

       3.  Neither the execution, delivery or performance by the
    Company of the Credit Agreement, nor the consummation of the
    transactions therein contemplated, nor compliance by it with
    the terms and provisions thereof, will violate any provision
    of the Articles of Incorporation or By-laws of the Company.

       4.  The execution, delivery and performance by the
    Company of the Credit Agreement, compliance by it with the
    terms and provisions thereof and the use of the proceeds
    thereof in compliance with the Credit Agreement, will not
    violate any applicable law or regulation of the State of New
    York, the General Corporation Law of the State of Delaware
    or the Federal laws of the United States of America
    (including, without limitation, Regulations G, T, U and X of
    the Board of Governors of the Federal Reserve System).

       5.  The execution, delivery and performance by the
    Company of the Credit Agreement do not require any order,
    consent, approval, license, authorization or validation of,
    or filing, recording or registration with, or exemption by,
    any governmental body, agency or official under the laws of
    the State of New York, the General Corporation Law of the
    State of Delaware or the Federal laws of the Untied States
    of America.

        We are members of the bar of the State of New York and do
not express any opinion as to any laws other than the laws of the
State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the Untied States of America.
<PAGE>
<PAGE>                                                        3

        This opinion is rendered solely to you in connection with
the above matter and may not be relied upon by you for any other
purpose or relied upon by any other person without our prior
written consent.

                                Very truly yours,



The Lender Parties to the
Credit Agreement referred to
above
  In care of NationsBank of Texas, N.A.,
  as Administrative Agent
    901 Main Street
        Dallas, Texas  75202
<PAGE>

      
                                             EXHIBIT B-2
      
      
      
                        [FORM OF OPINION
                      OF WILLIAM C. LEMMER]
      
      
      
      
                                         October __, 1997
      
      
      
      The Lenders Parties to the Credit Agreement
        referred to below
      In care of NationsBank of Texas, N.A.
        as Administrative Agent
      901 Main Street
      Dallas, Texas  75202
      
      
                           Oryx Energy Company
                            Credit Agreement
      
      Dear Sirs:
      
            I am Vice President, General Counsel and
      Secretary of Oryx Energy Company, a Delaware
      corporation (the "Company"), and have acted in
      that capacity in connection with the Credit
      Agreement, dated as of October __, 1997 (the
      "Credit Agreement"), among the Company, the
      Lenders listed therein and NationsBank of Texas,
      N.A., as administrative agent for the Banks.
      Capitalized terms defined in the Credit Agreement
      are used herein as defined therein.
      
            I or members of my staff have examined
      originals or copies, certified or otherwise
      identified to our satisfaction, of the Credit
      Agreement and such other documents, corporate
      records, certificates of public officials and
      other instruments and have conducted such other
      investigations of fact and law as we have deemed
      necessary or advisable for purposes of this
      opinion.
      
            Based on the foregoing and on the
      assumptions hereinafter set forth, and subject to
      the exceptions, limitations and qualifications
      hereinafter expressed, it is my opinion that:

       1.  The Company and each of the Material Subsidiaries of
    the Company that is a corporation or a partnership organized
    under the laws
<PAGE>

In care of NationsBank of Texas, N.A.
October __, 1997
Page 2


    of any state of the United States of America (i) is a duly
    organized and validly existing corporation or partnership,
    as the case may be, in good standing under the laws of its
    jurisdiction of organization, (ii) has the corporate or
    partnership, as the case may be, power and authority to own
    its property and assets and to transact the business in
    which it is engaged and (iii) is duly qualified and is
    authorized to do business and is in good standing in all
    states of the United States of America where the failure to
    do so would have a Material Adverse Effect.

       2.  The Company has the corporate power and authority to
    execute, deliver and perform the terms and provisions of the
    Credit Agreement and has taken all necessary corporate
    action to authorize the execution, delivery and performance
    by it of the Credit Agreement.  The Credit Agreement has
    been duly executed and delivered on behalf of the Company.


       3.  Except as disclosed in the Company's Annual Report on
    Form 10-K for the year ended December 31, 1996, there are no
    actions, suits or proceedings pending or, to the best of my
    knowledge, threatened against or affecting the Company or
    any Material Subsidiary before any court or before any
    governmental or administrative body or agency that are
    reasonably likely to have a Material Adverse Effect.

       4.  Neither the execution, delivery or performance by the
    Company of the Credit Agreement, nor the consummation of the
    transactions therein contemplated, nor compliance by it with
    the terms and provisions thereof, (i) to the best of my
    knowledge, will contravene any applicable provision of any
    order, writ, injunction or decree of any court or government
    instrumentality or (ii) to the best of my knowledge, will
    conflict or be inconsistent with, or result in any breach
    of, any of the terms, covenants, conditions or provisions
    of, or constitute a default under, or result in the creation
    or imposition of (or the obligation to create or impose) any
    Lien upon any of the property or assets of the Company or
    any of its Material Subsidiaries pursuant to the terms of,
    any indenture, mortgage, deed of trust or other material
    agreement or instrument to which the Company or any of its
    Material Subsidiaries is a party or by which it or any of
    its property or assets is bound or to which it may be
    subject, or (iii) will violate any provision of the Articles
    of Incorporation or By-laws of the Company or any of its
    Material Subsidiaries.  Based solely on matters brought to
    my attention in the ordinary course of my position as Vice
    President, General Counsel and Secretary of the Company, and
    without any additional inquiry for purposes of rendering
    this opinion, to the best of my knowledge, each of the
    Company and its Subsidiaries is in compliance with all
    Requirements of Law except to the extent that failure to
    comply therewith (individually or in the aggregate) is not
    reasonably likely to have a Material Adverse Effect.

<PAGE>

In care of NationsBank of Texas, N.A.
October __, 1997
Page 3


       5.  The Company is not an "investment company" or a
    company "controlled" by an "investment company", within the
    meaning of the Investment Company Act of 1940, as amended.

       6.  Neither the Company nor any Subsidiary is a "holding
    company", or a "subsidiary company" of a "holding company",
    or an "affiliate" of a "holding company" or of a "subsidiary
    company" or a "holding company", within the meaning of the
    Public Utility Holding Company Act of 1935, as amended.

        I am a member of the bar of the State of New York and do
not express any opinion as to any laws other than the laws of the
State of New York, the General Corporation Law of the State of
Delaware and the Federal laws of the United States.  This opinion
is rendered solely to you in connection with the above matter and
may not be relied upon by you for any other purpose or relied
upon by any other person without my prior written consent.

                                Very truly yours,


                                William C. Lemmer

WCL:lok

<PAGE>


                                                        EXHIBIT C

                 FORM OF NEW LENDER SUPPLEMENT

          SUPPLEMENT, dated _________________ (this
"Supplement"), to the Credit Agreement, dated as of October __,
1997 (as amended from time to time, the "Credit Agreement"),
among ORYX ENERGY COMPANY, a Delaware corporation (the
"Borrower"), the several banks and other financial institutions
from time to time parties thereto (the "Lenders"), NATIONSBANC
CAPITAL MARKETS, INC., as Arranger (in such capacity, the
"Arranger"), CHASE SECURITIES INC., as Syndication Agent (in such
capacity, the "Syndication Agent"), BZW, the investment banking
division of Barclays Bank PLC, as Documentation Agent (in such
capacity, the "Documentation Agent") and NATIONSBANK OF TEXAS,
N.A., as administrative agent (in such capacity, the
"Administrative Agent").

                      W I T N E S S E T H:

           WHEREAS, the Credit Agreement provides in Section 2.20
thereof that any bank, financial institution or other entity,
although not originally a party thereto, may become a party to
the Credit Agreement in accordance with the terms thereof by
executing and delivering to the Borrower and the Administrative
Agent a supplement to the Credit Agreement in substantially the
form of this Supplement; and

          WHEREAS, the undersigned was not an original party to
the Credit Agreement but now desires to become a party thereto;

          NOW, THEREFORE, the undersigned hereby agrees as
follows:

          I.  The undersigned agrees to be bound by the
provisions of the Credit Agreement, and agrees that it shall, on
the date this Supplement is accepted by the Borrower and the
Administrative Agent, become a Lender for all purposes of the
Credit Agreement to the same extent as if originally a party
thereto, with a Commitment of $__________________.

          2.  The undersigned (a) represents and warrants that it
is legally authorized to enter into this Supplement; (b) confirms
that it has received a copy of the Credit Agreement, together
with copies of the financial statements delivered pursuant to
Section 5.01 thereof and such other documents and information as
it has deemed appropriate to make its own credit analysis and
decision to enter into this Supplement; (c) agrees that it has
made and will, independently and without reliance upon the
Administrative 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 credit decisions in taking or not
taking action under the Credit Agreement or any instrument or
document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers
and discretion under the Credit Agreement or any instrument or
document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be
bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the
<PAGE>
<PAGE>                                                    2

obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, without
limitation, if it is organized under the laws of a jurisdiction
outside the United States, its obligation pursuant to Section
2.17 of the Credit Agreement.

          3.  The undersigned's address for notices for the
purposes of the Credit Agreement is as follows:


          4.  Terms defined in the Credit Agreement shall have
their defined meanings when used herein.

          IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized
officer on the date first above written.

                              [INSERT NAME OF LENDER]
                              
                              
                              By:  _________________________
                                   Name:
                                   Title:
                              

Accepted this _____ day of ______________, ____.

ORYX ENERGY COMPANY


By:  _________________________
     Name:
     Title:

Accepted this _____ day of ______________, ____.

NATIONSBANK OF TEXAS, N.A.,
  as Administrative Agent and as a Lender


By:  _________________________
     Name:
     Title:

<PAGE>


                                                        EXHIBIT D

             FORM OF COMMITMENT INCREASE SUPPLEMENT

          SUPPLEMENT, dated _________________, to the Credit
Agreement, dated as of October __, 1997 (as amended from time to
time, the "Credit Agreement"), among ORYX ENERGY COMPANY, a
Delaware corporation (the "Borrower"), the several banks and
other financial institutions from time to time parties thereto
(the "Lenders"), NATIONSBANC CAPITAL MARKETS, INC., as Arranger
(in such capacity, the "Arranger"), CHASE SECURITIES INC., as
Syndication Agent (in such capacity, the "Syndication Agent"),
BZW, the investment banking division of Barclays Bank PLC, as
Documentation Agent (in such capacity, the "Documentation Agent")
and NATIONSBANK OF TEXAS, N.A., as administrative agent (in such
capacity, the "Administrative Agent").


                      W I T N E S S E T H:

           WHEREAS, pursuant to the provisions of Section 2.20 of
the Credit Agreement, the undersigned may increase the amount of
its Commitment in accordance with the terms thereof by executing
and delivering to the Borrower and the Administrative Agent a
supplement to the Credit Agreement in substantially the form of
this Supplement; and

          WHEREAS, the undersigned now desires to increase the
amount of its Commitment under the Credit Agreement;

          NOW THEREFORE, the undersigned hereby agrees as
follows:

          1.  The undersigned agrees, subject to the terms and
conditions of the Credit Agreement, that on the date this
Supplement is accepted by the Borrower and the Administrative
Agent it shall have its Commitment increased by $______________,
thereby making the amount of its Commitment $______________.

          2.  Terms defined in the Credit Agreement shall have
their defined meanings when used herein.
<PAGE>
<PAGE>                                                    2

          IN WITNESS WHEREOF, the undersigned has caused this
Supplement to be executed and delivered by a duly authorized
officer on the date first above written.

                              [INSERT NAME OF LENDER]
                              
                              
                              By:  _________________________
                                   Name:
                                   Title:
                              

Accepted this _____ day of ______________, ____.

ORYX ENERGY COMPANY


By:  _________________________
     Name:
     Title:

Accepted this _____ day of ______________, ____.

NATIONSBANK OF TEXAS, N.A.,
  as Administrative Agent and as a Lender


By:  _________________________
     Name:
     Title: