$500,000,000

FIFTH RESTATED CREDIT AGREEMENT

dated as of

June 30, 1994

among

SNYDER OIL CORPORATION

The Banks Listed Herein

and

NATIONSBANK OF TEXAS, N.A.
as the Agent
2

ARTICLE I TERMS DEFINED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 1.1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-----------
SECTION 1.2. Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-----------------------------------

ARTICLE II THE CREDIT FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 2.1. Facility A Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
----------------------
SECTION 2.2. Facility B Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
---------------------
SECTION 2.3. Method of Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
-------------------
2.3.1. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
-------------------------
2.3.2. Method of Committed Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
-----------------------------
SECTION 2.4. Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-----
SECTION 2.5. Maturity of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-----------------
SECTION 2.6. Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
--------------
SECTION 2.7. Application of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
-----------------------
SECTION 2.8. Mandatory Termination of Facility A Commitment; Extension of Facility A Termination Date . . . . . . 42
----------------------------------------------------------------------------------------
SECTION 2.9. Mandatory Termination of Facility B Commitment; Extension of Facility B Termination Date . . . . . . 43
----------------------------------------------------------------------------------------
SECTION 2.10. Reduction of Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
------------------------
SECTION 2.11. Commitment Fee for Facility A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-----------------------------
SECTION 2.12. Commitment Fee for Facility B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-----------------------------
SECTION 2.13. Agency Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
----------
SECTION 2.14. Borrowing Base Increase Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
---------------------------

ARTICLE III GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 3.1. Delivery and Endorsement of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
---------------------------------
SECTION 3.2. General Provisions as to Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
---------------------------------
SECTION 3.3. Funding Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
--------------
SECTION 3.4. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-----------------------
SECTION 3.5. Overdue Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
------------------------------

ARTICLE IV BORROWING BASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 4.1. Reserve, Related Asset and Borrowing Base Report; Proposed Borrowing Base . . . . . . . . . . . . . . 47
-------------------------------------------------------------------------
SECTION 4.2. Determination of Total Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-------------------------------------
SECTION 4.3. Special Determination of Total Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
---------------------------------------------
SECTION 4.4. Allocation of Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
----------------------------
SECTION 4.5. Over Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
------------
SECTION 4.6. Initial Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
----------------------

ARTICLE V COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 5.1. Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
--------
SECTION 5.2. Guaranty by Restricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
-----------------------------------
SECTION 5.3. Legal Opinions; Corporate Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
---------------------------------

ARTICLE VI CONDITIONS TO BORROWINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 6.1. Conditions to Restatement of Existing Credit Agreement . . . . . . . . . . . . . . . . . . . . . . . 51
------------------------------------------------------
SECTION 6.2. Conditions to Each Borrowing and Each Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . 53
------------------------------------------------------
6.2.1 Conditions Precedent to Each Facility A Committed Borrowing and Letter of Credit . . . . . . . . 53
--------------------------------------------------------------------------------
6.2.2 Conditions Precedent to Each Committed Borrowing comprised of Facility B Loans . . . . . . . . . 54
------------------------------------------------------------------------------
6.2.3 Conditions Precedent to Each Competitive Bid Borrowing Comprised of Facility A Loans . . . . . . 55
------------------------------------------------------------------------------------
6.2.4 Conditions Precedent to Each Competitive Bid Borrowing Comprised of Facility B Loans . . . . . . 56
------------------------------------------------------------------------------------

ARTICLE VII REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 7.1. Corporate Existence and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
-----------------------------
SECTION 7.2. Existence and Power (Subsidiaries) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
----------------------------------
SECTION 7.3. Corporate, Partnership and Governmental Authorization; Contravention . . . . . . . . . . . . . . . . 57
--------------------------------------------------------------------
SECTION 7.4. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
--------------
SECTION 7.5. Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
---------------------
SECTION 7.6. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
----------
SECTION 7.7. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
-----
SECTION 7.8. Taxes and Filing of Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
-------------------------------
SECTION 7.9. Title to Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
--------------------------
SECTION 7.10. Business; Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
--------------------
SECTION 7.11. Licenses, Permits, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
----------------------
SECTION 7.12. Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
-------------------
SECTION 7.13. Ownership Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
-------------------
SECTION 7.14. Full Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
---------------
SECTION 7.15. Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
------------
SECTION 7.16. Obligations of Unrestricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
----------------------------------------
SECTION 7.17. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
---------------------

ARTICLE VIII AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

SECTION 8.1. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
-----------
SECTION 8.2. Business of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
--------------------
SECTION 8.3. Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
------------------------
SECTION 8.4. Additional Title Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
---------------------

SECTION 8.5. Right of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
-------------------
SECTION 8.6. Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
------------------------
SECTION 8.7. Maintenance of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
-----------------------
SECTION 8.8. Payment of Taxes and Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
---------------------------
SECTION 8.9. Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
----------------------------------
SECTION 8.10. Operation of Properties and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
-------------------------------------
SECTION 8.11. Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
--------------------
SECTION 8.12. Environmental Law Compliance and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
------------------------------------------
SECTION 8.13. Mortgage Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
-------------------

ARTICLE IX NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 9.1. Total Additional Debt of Borrower, Restricted Subsidiaries and DJ Partners, L.P. . . . . . . . . . . 69
--------------------------------------------------------------------------------
SECTION 9.2. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
-------------------
SECTION 9.3. Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
---------------
SECTION 9.4. Consolidations and Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
--------------------------
SECTION 9.5. Asset Dispositions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
------------------
SECTION 9.6. Amendments to Material Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
--------------------------------
SECTION 9.7. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
---------------
SECTION 9.8. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
-----------
SECTION 9.9. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
----------------------------
SECTION 9.10. Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
-----
SECTION 9.11. Hedge Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
------------------
SECTION 9.12. Obligations of Unrestricted Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
----------------------------------------

ARTICLE X FINANCIAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

SECTION 10.1. Consolidated Working Capital of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
----------------------------------------
SECTION 10.2. Current Ratio of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
-------------------------
SECTION 10.3. Ratio of Consolidated Total Debt and Consolidated Senior Debt to Consolidated Tangible
---------------------------------------------------------------------------------------
Net Worth of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
---------------------
SECTION 10.4. Adjusted Consolidated Cash Flow Coverage of Borrower . . . . . . . . . . . . . . . . . . . . . . . 73
----------------------------------------------------

ARTICLE XI DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

SECTION 11.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
-----------------

ARTICLE XII THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 12.1. Appointment and Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
-----------------------------
SECTION 12.2. The Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
------------------------
SECTION 12.3. Action by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
-------------------
SECTION 12.4. Consultation with Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
-------------------------
SECTION 12.5. Liability of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
----------------------

SECTION 12.6. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
--------------------
SECTION 12.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
---------------
SECTION 12.8. Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
---------------
SECTION 12.9. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
---------------

ARTICLE XIII PROTECTION OF YIELD; CHANGE IN LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

SECTION 13.1. Basis for Determining Interest Rate Applicable to CD Rate Loans and Eurodollar Loans Inadequate . 79
------------------------------------------------------------------------------------------------
SECTION 13.2. Illegality of CD Rate Loans or Eurodollar Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 79
-----------------------------------------------
SECTION 13.3. Increased Cost of CD Rate Loans or Eurodollar Loans . . . . . . . . . . . . . . . . . . . . . . . . 80
---------------------------------------------------
SECTION 13.4. Alternative Committed Loans Substituted for Affected Eurodollar Loans or CD Rate Loans . . . . . . 81
--------------------------------------------------------------------------------------
SECTION 13.5. Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
----------------
SECTION 13.6. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
-----
SECTION 13.7. Discretion of Banks as to Manner of Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
-------------------------------------------

ARTICLE XIV MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

SECTION 14.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
-------
SECTION 14.2. No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
----------
SECTION 14.3. Expenses; Documentary Taxes; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . 84
----------------------------------------------
SECTION 14.4. Right and Sharing of Set-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
-----------------------------
SECTION 14.5. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
----------------------
SECTION 14.6. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
--------
SECTION 14.7. Limitation on Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
----------------------
SECTION 14.8. Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
------------------
SECTION 14.9. Waiver of Consumer Credit Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
------------------------------
SECTION 14.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
----------------------
SECTION 14.11. TEXAS LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
---------
SECTION 14.12. Consent to Jurisdiction; Waiver of Immunities . . . . . . . . . . . . . . . . . . . . . . . . . . 87
---------------------------------------------
SECTION 14.13. Counterparts; Effectiveness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
---------------------------
SECTION 14.14. No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
----------------------------
SECTION 14.15. COMPLETE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
------------------
SECTION 14.16. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
--------------------

Exhibit A CERTIFICATE OF EFFECTIVENESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
---------
Exhibit B-1 FORM OF COMPETITIVE BID REQUEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
-----------
Exhibit B-2 FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST . . . . . . . . . . . . . . . . . . . . . . . . . 96
-----------
Exhibit B-3 FORM OF COMPETITIVE BID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
-----------
Exhibit B-4 REQUEST FOR COMMITTED LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
-----------
Exhibit C-1 COMMITTED FACILITY A NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
-----------
Exhibit C-2 COMPETITIVE BID FACILITY A NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
-----------
Exhibit D-1 COMMITTED FACILITY B NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
-----------
Exhibit D-2 COMPETITIVE BID FACILITY B NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
-----------

Exhibit E CERTIFICATE OF OWNERSHIP INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
---------
SCHEDULE 1 SUBSIDIARIES OF SNYDER OIL CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
----------

7
THIS AGREEMENT (herein so called) is entered into as of the 30th day
of June, 1994, among SNYDER OIL CORPORATION ("Borrower"), the BANKS listed on
the signature pages hereto and NATIONSBANK OF TEXAS, N.A., as the Agent.

W I T N E S S E T H

WHEREAS, pursuant to an Assignment of Rights and Obligations to be
dated as of July 5, 1994 (the "Assignment"), Texas Commerce Bank National
Association will purchase and assume certain rights and interests of
NationsBank of Texas, N.A., Wells Fargo Bank, N.A. and Bank One Texas, N.A.
under that certain Fourth Restated Credit Agreement dated July 1, 1993, as
heretofore amended (the "Existing Credit Agreement"); and

WHEREAS, after giving effect to such Assignment, the Commitment
Percentage of each Bank (including TCB) in Facility A and Facility B under the
Existing Credit Agreement will correspond to the Facility A and Facility B
Commitment Percentages of each Bank under this Agreement; and

WHEREAS, immediately after giving effect to the Assignment, but
subject to the conditions precedent set forth herein, Borrower, the Banks, and
the Agent desire to amend and restate the Existing Credit Agreement in its
entirety in order, among other things, (a) to increase from $300,000,000 to
$500,000,000 the aggregate Commitments of the Banks, and (b) to modify certain
other provisions of the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the premises, the representations,
warranties, covenants and agreements contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, Agent and Banks agree that upon satisfaction of each
condition precedent set forth in Section 6.1 hereof and delivery of the
Certificate of Effectiveness therein contemplated, the Existing Credit
Agreement shall be amended and restated in its entirety on the terms and
conditions set forth herein. It is the intention of Agent, Borrower and Banks
that upon satisfaction of such conditions precedent and delivery of such
Certificate of Effectiveness, this Agreement shall amend, restate, supersede
and replace the Existing Credit Agreement in its entirety; provided, that (a)
the foregoing shall operate to renew, increase, extend, amend and modify the
outstanding indebtedness, commitments and other rights and obligations of the
parties under the Existing Credit Agreement, but shall not effect a novation
thereof, and (b) all Liens securing the Obligations under and as defined in the
Existing Credit Agreement shall not be extinguished, but shall be carried
forward and shall secure such Obligations as defined herein and as renewed,
extended, increased, amended and modified hereby.

FIFTH RESTATED CREDIT AGREEMENT PAGE 1
8
ARTICLE I

TERMS DEFINED

SECTION 1.1. Definitions. The following terms, as used herein, have
the following meanings:

"Adjusted CD Rate" applicable to any Interest Period, means a rate per
annum equal to (a) the quotient obtained (rounded upwards if necessary to the
next higher 1/16 of 1%) by dividing (i) the applicable CD Rate by (ii) 1.00
minus the CD Reserve Percentage plus (b) the Assessment Rate.

"Adjusted Consolidated Cash Flow" means, with respect to Borrower for
any time period, Consolidated Cash Flow of Borrower for such time period,
adjusted, however, to reflect all revenues and expenses (including lease
operating expense, severance taxes, additional overhead and other expenses)
attributable to material oil and gas properties purchased by Borrower or any of
its Subsidiaries after the first day of such period as if such properties had
been owned by Borrower or such Subsidiary on the first day of such period. As
used in this definition "material oil and gas properties" means oil and gas
properties purchased for a purchase price of not less than $25,000,000.

"Adjusted Consolidated Senior Debt" means Consolidated Senior Debt
excluding, however, the principal balance of any Debt outstanding under
Facility B.

"Adjusted London Interbank Offered Rate" applicable to any Interest
Period, means a rate per annum equal to the quotient obtained (rounded upwards,
if necessary to the next higher 1/16 of 1%) by dividing (a) the applicable
London Interbank Offered Rate by (b) 1.00 minus the Eurodollar Reserve
Percentage.

"Agent" means NationsBank of Texas, N.A. in its capacity as agent for
the Banks hereunder or any successor thereto.

"Applicable Environmental Law" means any law, statute, ordinance,
rule, regulation, order or determination of any governmental authority or any
board of fire underwriters (or other body exercising similar functions),
affecting any real or personal property owned, operated or leased by Borrower
or any Subsidiary of Borrower or any other operation of Borrower or any
Subsidiary of Borrower in any way pertaining to health, safety or the
environment, including, without limitation, all applicable zoning ordinances
and building codes, flood disaster laws and health, safety and environmental
laws and regulations, and further including without limitation, (a) the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986 (as
amended from time to time, herein referred to as "CERCLA"), (b) the Resource
Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act
of 1980, the Solid Waste Recovery Act of 1976, as amended by the

FIFTH RESTATED CREDIT AGREEMENT PAGE 2
9
Solid Waste Disposal Act of 1980, and the Hazardous and Solid Waste Amendments
of 1984 (as amended from time to time herein referred to as "RCRA"), (c) the
Safe Drinking Water Act, as amended, (d) the Toxic Substances Control Act, as
amended, (e) the Clean Air Act, as amended, (f) the Occupational Safety and
Health Act of 1970, as amended (g) the laws, rules and regulations of any state
having jurisdiction over any real or personal property owned, operated or
leased by Borrower or any Subsidiary of Borrower or any other operation of
Borrower or any Subsidiary of Borrower which relate to health, safety or the
environment, as each may be amended from time to time, and (h) any federal,
state or municipal laws, ordinances or regulations which may now or hereafter
require removal of asbestos or other hazardous wastes or impose any liability
related to asbestos or other hazardous wastes. The terms "hazardous
substance", "petroleum", "release" and "threatened release" have the meanings
specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed")
have the meanings specified in RCRA; provided, however, in the event either
CERCLA or RCRA is amended so as to broaden the meaning of any term defined
thereby, such broader meaning shall apply subsequent to the effective date of
such amendment with respect to all provisions of this Agreement; and provided
further that, to the extent the laws of the state in which any real or personal
property owned, operated or leased by Borrower or any of its Subsidiaries is
located establish a meaning for "hazardous substance", "petroleum", "release",
"solid waste" or "disposal" which is broader than that specified in either
CERCLA or RCRA, such broader meaning shall apply.

"Applicable Margin" means, for purposes of determining the interest
rate applicable to outstanding Committed Loans during any fiscal quarter of
Borrower, an amount determined pursuant to clauses (a) and (b) below by
reference to Borrower's ratio of Consolidated Senior Debt to Consolidated
Tangible Net Worth as of the end of the most recent fiscal quarter for which
Borrower has provided Banks the financial statements required by Section 8.1(b)
(in the case of the first three quarters of Borrower's fiscal year) or 8.1(a)
(in the case of the fourth quarter of Borrower's fiscal year):

(a) if, as of the commencement of any fiscal quarter of Borrower,
Borrower's ratio of Consolidated Senior Debt to Consolidated
Tangible Net Worth as of the end of the most recent fiscal
quarter for which Borrower has provided to Banks the financial
statements required by Section 8.1(a) (in the case of the last
quarter of Borrower's fiscal year) or Section 8.1(b) (in the
case of the first three quarters of Borrower's fiscal year),
was greater than .8 to 1.0, the Applicable Margin in effect
for such quarter shall be (i) one percent (1%) in the case of
Eurodollar and CD Rate Loans, and (ii) zero in the case of
Base Rate Loans; and

(b) if, as of the commencement of any fiscal quarter of Borrower,
Borrower's ratio of Consolidated Senior Debt to Consolidated
Tangible Net Worth as of the end of the most recent fiscal
quarter for which Borrower has provided to Banks the financial
statements required by Section 8.1(a) (in the case of the last
quarter of Borrower's fiscal year) or Section 8.1(b) (in the
case of the first

FIFTH RESTATED CREDIT AGREEMENT PAGE 3
10
three quarters of Borrower's fiscal year), was less than or
equal to .8 to 1.0, the Applicable Margin in effect for such
quarter shall be (i) three fourths of one percent (3/4%) in the
case of Eurodollar and CD Rate Loans, and (ii) zero in the case
of Base Rate Loans.

"Approved Petroleum Engineer" means any one or more of Netherland
Sewell & Associates, Ryder Scott Company, Williamson Petroleum Consultants,
Inc., Barnes and Click, Inc., or such other reputable firm(s) of independent
petroleum engineers as shall be approved by the Required Banks and, as to oil
and gas properties aggregating not more than twenty percent (20%) of the total
value of all Borrower's and the Restricted Subsidiaries' oil and gas properties
(based on the Recognized Value) Borrower's in-house staff shall be deemed an
Approved Petroleum Engineer.

"Assessment Rate" means, with respect to CD Rate Loans, the net annual
assessment rate, as determined by the Agent (expressed as a percentage rounded
to the next higher 1/16 of 1%), which is in effect on such day under the
regulations of the Federal Deposit Insurance Corporation (or any successor) for
insuring time deposits made in dollars at the Agent's headquarters office. If
such net assessment rate changes after the date hereof, the Assessment Rate
shall be automatically increased or decreased correspondingly, from time to
time as of the effective time of each change in such net assessment rate.

"Authorized Officer" means, as to any Person, its Chairman,
Vice-Chairman, President, Executive Vice President(s), Senior Vice President(s)
or Vice President duly authorized to act on behalf of such Person.

"Bank" means any bank listed on the signature page hereof as having a
Commitment and its successors and assigns, and "Banks" shall mean all of the
Banks.

"Bank Redemption Notice" means any notice required to be given by
Borrower to the Banks pursuant to the definitions of "Qualified Redemption of
First Issue", "Qualified Redemption of Second Issue" and "Qualified Redemption
of Third Convertible Debentures."

"Base Rate" means the floating rate of interest established from time
to time by the Agent as its "prime rate" of interest, which rate might not be
the lowest rate of interest which it charges, each change in the Base Rate to
become effective without notice to Borrower on the effective date of each such
change.

"Base Rate Loan" means a Committed Loan bearing interest with
reference to the Base Rate.

"Borrower" means Snyder Oil Corporation, a Delaware corporation.

"Borrowing" means a Competitive Bid Borrowing or a Committed Borrowing.

FIFTH RESTATED CREDIT AGREEMENT PAGE 4
11
"Borrowing Base Deficiency" means, as of any date, the amount, if any,
by which (a) Borrower's Adjusted Consolidated Senior Debt outstanding on such
date exceeds the Facility A Borrowing Base in effect on such date, or (b) the
principal balance of all Facility B Loans outstanding on such date exceeds the
Facility B Borrowing Base in effect on such date; it is understood and agreed
that an Over Advance is also a Borrowing Base Deficiency.

"Borrowing Base Report" means the report required to be delivered to
the Banks pursuant to Sections 4.1 and 4.3 which shall (a) set forth the
aggregate amount of all obligations of Borrower to the holders of the
Subordinated Notes, the Convertible Debentures and the Preferred Stock coming
due within the twelve (12) month period following the next succeeding
Determination Date, including, without limitation, (i) dividends anticipated to
be paid during such period whether or not declared, and (ii) the full amount of
any redemption, sinking fund or mandatory prepayment obligation anticipated to
come due during such period with respect to the Convertible Debentures or the
Preferred Stock (whether or not a Bank Redemption Notice or Redemption Notice
has been delivered), and (b) include a copy of the Reserve Report and the
Related Asset Report upon which the Total Borrowing Base is to be determined.

"Borrowing Date" means the Eurodollar Business Day or the Domestic
Business Day, as the case may be, upon which the proceeds of any Borrowing are
made available to Borrower.

"Cash Secured Third Party Letters of Credits" shall mean Third Party
Letters of Credit which are secured by cash, deposit accounts or certificates
of deposit.

"CD Rate" applicable to any Interest Period means the rate per annum
determined by the Agent (in accordance with its customary general practices) to
be the arithmetic average (rounded upwards, to the next higher 1/16 of 1%) of
the prevailing bid rates per annum offered to the Agent at approximately 10:00
a.m. (Dallas, Texas time) one (1) Domestic Business Day before the first day of
the applicable Interest Period by three (3) or more certificate of deposit
dealers of recognized standing for the purchase in the secondary market at face
value of a domestic certificate of deposit of the Agent in an amount
approximately equal to the amount of the CD Rate Loan and for a period
approximately equal to the length of the applicable Interest Period. The Agent
shall determine the CD Rate and shall notify Borrower and the Banks of such
determination as soon as practicable. The Agent's determination of the CD Rate
shall in each case be, in the absence of manifest error, conclusive and
binding.

"CD Rate Loan" means a Committed Loan with respect to which Borrower
shall have selected an interest rate based on the Adjusted CD Rate pursuant to
the provisions of Article II. Each Committed Borrowing comprised of CD Rate
Loan(s) having a different Interest Period shall be deemed to be a separate CD
Rate Borrowing.

FIFTH RESTATED CREDIT AGREEMENT PAGE 5
12
"CD Reserve Percentage" means on any day, that percentage (expressed
as a decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement for a member bank of the Federal Reserve System in
Dallas, Texas (including, without limitation, basic supplemental, marginal and
emergency reserves) in respect of any time deposits in dollars in Dallas, Texas
time having a maturity approximately equal to that of the Interest Period.

"Closing Price" for each trading day with respect to Common Stock
shall be the reported last sales price regular way or, in case no reported
sales take place on such day, the average of the reported closing bid and asked
prices regular way, in either case, on the New York Stock Exchange or, if the
Common Stock is not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Stock is listed or
admitted to trading (based on the aggregate dollar value of all securities
listed or admitted to trading) or, if not listed or admitted to trading on any
national securities exchange, on the NASDAQ National Market System or, if the
Common Stock is not listed or admitted to trading on any national securities
exchange or quoted on the NASDAQ National Market System, the average of the
closing bid and asked prices in the over-the-counter market as furnished by any
New York Stock Exchange member firm selected from time to time by the
Corporation for that purpose, or, if such prices are not available, the fair
market value set by, or in a manner established by, the Board of Directors of
Borrower in good faith and approved by Majority Banks. "Trading day" shall
mean a day on which the national securities exchange or the NASDAQ National
Market System used to determine the Closing Price is open for the transaction
of business or the reporting of trades, or, if the closing price is not so
determined, a day on which the New York Stock Exchange is open for the
transaction of business.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Commitment" means, with respect to each Bank, the sum of such Bank's
Facility A Commitment and Facility B Commitment.

"Committed Borrowing" means (i) with respect to Facility A Loans, a
borrowing consisting of simultaneous Committed Facility A Loans of a single
type of interest rate and having the same Interest Period from each of the
Banks distributed ratably among the Banks in the manner described in Section
2.1(a), and (ii) with respect to Facility B Loans, a borrowing consisting of
simultaneous Committed Facility B Loans of a single type of interest rate and
having the same Interest Period from each of the Banks distributed ratably
among the Banks in the manner described in Section 2.2(a).

"Committed Facility A Loan" means a Facility A Loan from a Bank to
Borrower pursuant toSection 2.3.2, which shall be a Base Rate Loan, a
Eurodollar Loan or a CD Rate Loan.

FIFTH RESTATED CREDIT AGREEMENT PAGE 6
13
"Committed Facility A Note" means a promissory note of Borrower
payable to the order of a Bank, in substantially the form of Exhibit C-1
hereto, evidencing the aggregate indebtedness of Borrower to such Bank
resulting from Committed Facility A Loans made by such Bank to Borrower,
together with all modifications, extensions, renewals and rearrangements
thereof; and "Committed Facility A Notes" means all Committed Facility A Notes.

"Committed Facility B Loan" means a Facility B Loan by a Bank to
Borrower pursuant toSection 2.3.2, which shall be a Base Rate Loan, a
Eurodollar Loan or a CD Rate Loan.

"Committed Facility B Note" means a promissory note of Borrower
payable to the order of a Bank, in substantially the form of Exhibit D-1
hereto, evidencing the aggregate indebtedness of Borrower to such Bank
resulting from Committed Facility B Loans made by such Bank to Borrower,
together with all modifications, extensions, renewals and rearrangements
thereof; and "Committed Facility B Notes" means all Committed Facility B Notes.

"Committed Loan" means a Committed Facility A Loan or a Committed
Facility B Loan.

"Common Stock" means Borrower's Common Stock, par value $.01 per share.

"Competitive Bid" means a Facility A Competitive Bid or a Facility B
Competitive Bid, as the case may be.

"Competitive Bid Borrowing" means a borrowing hereunder consisting of
a single Competitive Bid Loan from a Bank or simultaneous Competitive Bid Loans
from each Bank whose Competitive Bid, as all or as part of such Competitive Bid
Borrowing, has been accepted by Borrower under the bidding procedure described
in Section 2.3.1.

"Competitive Bid Facility A Loan" means a Facility A Loan from a Bank
to Borrower pursuant to the bidding procedure described in Section 2.3.1, which
shall be either a Eurodollar Loan or a Fixed Rate Loan.

"Competitive Bid Facility A Note" means a promissory note of Borrower
payable to the order of a Bank, in substantially the form of Exhibit C-2
hereto, evidencing the aggregate indebtedness of Borrower to such Bank
resulting from the Competitive Bid Facility A Loans made by such Bank to
Borrower, together with all modifications, extensions, renewals and
rearrangements thereof; and "Competitive Bid Facility A Notes" means all
Competitive Bid Facility A Notes.

FIFTH RESTATED CREDIT AGREEMENT PAGE 7
14
"Competitive Bid Facility B Loan" means a Facility B Loan from a Bank
to Borrower pursuant to the bidding procedure described in Section 2.3.1, which
shall be either a Eurodollar Loan or a Fixed Rate Loan.

"Competitive Bid Facility B Note" means a promissory note of Borrower
payable to the order of a Bank, in substantially the form of Exhibit D-2
hereto, evidencing the aggregate indebtedness of Borrower to such Bank
resulting from the Competitive Bid Facility B Loans made by such Bank to
Borrower, together with all modifications, extensions, renewals and
rearrangements thereof; and "Competitive Bid Facility B Notes" means all
Competitive Bid Facility B Notes.

"Competitive Bid Loan" means a Competitive Bid Facility A Loan or a
Competitive Bid Facility B Loan.

"Competitive Bid Margin" means as to any Competitive Bid relating to a
Eurodollar Loan, the margin (expressed as a percentage per annum in the form of
a decimal to no more than four decimal places) to be added to the Adjusted
London Interbank Offered Rate in order to determine the interest rate
acceptable to such Bank with respect to such Eurodollar Loan.

"Competitive Bid Rate" means, as to any Competitive Bid made by a Bank
pursuant to Section 2.3.1, (a) in the case of a Eurodollar Loan, (i) the
Competitive Bid Margin, plus (ii) the Adjusted London Interbank Offered Rate,
and (b) in the case of a Fixed Rate Loan, the fixed rate of interest, in each
case offered by the Bank making such Competitive Bid.

"Competitive Bid Request" means a request for Competitive Bids to be
made pursuant toSection 2.3.1 in the form of Exhibit B-1.

"Consolidated Cash Flow" means, with respect to Borrower for a time
period, consolidated net income of Borrower for such time period as set forth
in the financial statements delivered pursuant to Section 8.1 (a) exclusive of
net gain or loss (after provision for Taxes) on the sale of assets, other than
inventory sold in the ordinary course of business, during such time period, (b)
exclusive of income attributable to Exempt Subsidiaries except to the extent of
dividends actually received by Borrower or a Restricted Subsidiary from such
Exempt Subsidiaries during such Period, (c) plus or minus, as appropriate,
changes in deferred Taxes with respect to such time period, and (d) plus
depreciation, depletion, amortization of principal and other non-cash charges
for such time period.

"Consolidated Current Assets" means, for any Person at any time, the
sum of (a) consolidated current assets of such Person and its Consolidated
Subsidiaries including accounts or notes receivable (if properly reserved in
accordance with generally accepted accounting principles), but excluding (i)
prepaid expenses, and (ii) assets held for resale, plus (b) in the case of
Borrower, the sum of the Unused Facility A Availability and the Unused Facility
B Availability at such time.

FIFTH RESTATED CREDIT AGREEMENT PAGE 8
15
"Consolidated Current Liabilities" means, for any Person at any time
the current liabilities of such Person and its Consolidated Subsidiaries at
such time but excluding, in the case of Borrower, required principal payments
under Facility A and Facility B.

"Consolidated Liabilities" means, for any Person at any time, the
liabilities of such Person and its Consolidated Subsidiaries at such time, but
in any event including any Debt or Guarantee of such Person or any Consolidated
Subsidiaries.

"Consolidated Senior Debt" means, for Borrower at any time, (a) the
consolidated Debt of Borrower and its Consolidated Subsidiaries at such time,
plus (b) the Consolidated Current Liabilities of Borrower and its Consolidated
Subsidiaries at such time in excess of the Consolidated Current Assets of
Borrower and its Consolidated Subsidiaries at such time, minus, to the extent
included in (a) or (b) preceding, (c) (i) the principal balance of the
Convertible Debentures at such time, (ii) other Debt of Borrower and its
Consolidated Subsidiaries at such time which by its terms is expressly
subordinate to the Obligations (provided that the terms of subordination of
such debt shall have been approved in writing by Required Banks prior to the
incurrence of such debt), and (iii) Nonrecourse Debt of Borrower and its
Consolidated Subsidiaries at such time.

"Consolidated Subsidiary" or "Consolidated Subsidiaries" means, for
any Person, at any time, any Subsidiary or other entity the accounts of which
would be consolidated with those of such Person in its consolidated financial
statements as of such time.

"Consolidated Tangible Net Worth" means, with respect to Borrower at
any time, the consolidated shareholder's equity of Borrower at such time less
the consolidated Intangible Assets of Borrower at such time. For purposes of
this definition "Intangible Assets" means the amount (to the extent reflected
in determining such consolidated shareholder's equity) of all unamortized debt
discount and expense, unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights, organization expenses and
other intangible items.

"Consolidated Total Covered Debt" means, with respect to Borrower at
any time, (a) the consolidated Debt of Borrower and its Consolidated
Subsidiaries at such time, plus (b) Consolidated Current Liabilities of
Borrower and its Consolidated Subsidiaries in excess of Consolidated Current
Assets of Borrower and its Consolidated Subsidiaries at such time.

"Conversion Price" means (a) in the case of the First Preferred Stock,
the "conversion price" in effect at the time in question as such term is
defined in the First Preferred Stock Designation or, if the First Preferred
Stock has been exchanged for the First Convertible Debentures, as such term is
defined in the First Indenture, (b) in the case of the Second Preferred Stock,
the "conversion price" in effect at the time in question as such term is
defined in the Second Preferred Stock Designation or, if the Second Preferred
Stock has been exchanged for the Second Convertible Debentures, as such term is
defined in the

FIFTH RESTATED CREDIT AGREEMENT PAGE 9
16
Second Indenture and (c) in the case of the Third Convertible Debentures, the
"conversion price" in effect at the time in question as such term is defined in
the Third Indenture.

"Convertible Debentures" means the First Convertible Debentures, the
Second Convertible Debentures and the Third Convertible Debentures,
collectively.

"Debt" of any Person means, without duplication, (a) all obligations
of such Person for borrowed money, (b) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments, (c) all other
indebtedness (including capitalized lease obligations, other than usual and
customary oil and gas leases) of such Person on which interest charges are
customarily paid or accrued, (d) all Guarantees by such Person, (e) the
unfunded or unreimbursed portion of all letters of credit issued for the
account of such Person, and (f) all liability of such Person as a general
partner of a partnership for obligations of such partnership of the nature
described in (a) through (e) preceding. "Debt" shall not include (i) economic
interests which are to be received by third parties in the future after
recovery of a fixed amount of hydrocarbons and accompanying elements or the
proceeds therefrom so long as such economic interests are properly deducted
from the calculation of reserves contained in the Reserve Report, (ii)
obligations under the WYGAP Lease, or (iii) obligations under Guarantees of
Debt and other obligations of Unrestricted Subsidiaries which are permitted
pursuant to Section 9.2, including to the extent permitted under Section 9.2,
obligations under the OPIC Guaranty.

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

"Delmar" means Delmar Operating, Inc. a Delaware corporation which
will become a Subsidiary of Borrower upon completion of the Delmar Acquisition.

"Delmar Acquisition" means the acquisition by Borrower of more than
fifty percent (50%) of the outstanding capital stock (on a fully diluted basis)
of Delmar Petroleum, Inc., a Delaware corporation, which holds one hundred
percent (100%) of the issued and outstanding capital stock of Delmar.

"Delmar Plan" means the Delmar Operating, Inc. Pension Plan, a Plan
maintained by Delmar.

"Determination" means any Periodic or Special Determination.

"Determination Date" means (a) each May 1 and November 1, (b) with
respect to any Special Determination other than a Special Determination
required in connection with a Qualified Redemption, the first day of the first
month which is not less than twenty (20) Domestic Business Days following the
date of a request for a Special Determination, and (c) with respect to any
Special Determination required in connection with a Qualified

FIFTH RESTATED CREDIT AGREEMENT PAGE 10
17
Redemption, any Business Day identified by Agent (and approved by Required
Banks) as the Determination Date; provided, that such Determination Date shall
be not later than twenty (20) days following the date of receipt by Banks of
the applicable Bank Redemption Notice.

"Distribution" by any Person, shall mean (a) with respect to any stock
issued by such Person or any partnership interest of such Person, the
retirement, redemption, purchase, or other acquisition for value of any such
stock or partnership interest, (b) the declaration or payment of any dividend
or other distribution on or with respect to any stock or any partnership
interest of any Person, and (c) any other payment by such Person with respect
to such stock or partnership interest.

"DJ Partners, L.P." means DJ Partners, L.P., a Colorado limited
partnership.

"DJ Project Model" means the Project Model as such term is defined in
the Partnership Agreement.

"Domestic Business Day" means any day except a Saturday, Sunday or
other day on which national banks in Dallas, Texas, are authorized by law to
close.

"Domestic Lending Office" means, as to each Bank, its office located
at its address set forth on the signature pages hereof (or identified on the
signature pages hereof as its Domestic Lending Office) or such other office as
such Bank may hereafter designate as its Domestic Lending Office by notice to
Borrower and the Agent.

"Effective Date" means July 5, 1994.

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

"Eurodollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.

"Eurodollar Lending Office" means, as to each Bank, its office, branch
or affiliate located at its address set forth on the signature pages hereof (or
identified on the signature pages hereof as its Eurodollar Lending Office) or
such other office, branch or affiliate of such Bank as it may hereafter
designate as its Eurodollar Lending Office by notice to Borrower and the Agent.

"Eurodollar Loan" means a Loan with respect to which Borrower shall
have selected an interest rate based on the Adjusted London Interbank Offered
Rate in accordance with the provisions of Article II. Each Borrowing comprised
of Eurodollar Loan(s) having a different Interest Period shall be deemed to be
a separate Eurodollar Borrowing.

FIFTH RESTATED CREDIT AGREEMENT PAGE 11
18
"Eurodollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in Dallas, Texas in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents). The Adjusted
London Interbank Offered Rate shall be adjusted automatically on and as of the
effective date of any change in the Eurodollar Reserve Percentage.

"Events of Default" has the meaning set forth in Section 11.1.

"Exempt Subsidiary" means any Subsidiary of Borrower which (a) is an
Unrestricted Subsidiary, (b) is not wholly owned by Borrower, or (c) which the
Required Banks have, by written instrument, exempted from the operation of
Section 10.4.

"Exempt Transfer" means any transfer of oil and gas properties or
Related Assets by Borrower, any Restricted Subsidiary or DJ Partners, L.P. (a)
to Borrower or any other Restricted Subsidiary, (b) which is a Restricted
Payment permitted pursuant to Section 9.2 hereof, or (c) which is a Permitted
Investment.

"Exhibit" refers to an exhibit attached to this Agreement and
incorporated herein by reference, unless specifically provided otherwise.

"Existing Credit Agreement" means that certain Fourth Restated Credit
Agreement dated July 1, 1993, by and among Borrower, the Agent and the Banks
listed on the signature pages thereto, as amended through the date hereof.

"Facility A" means the credit facility provided by the Banks to
Borrower pursuant to Section 2.1 hereof.

"Facility A Availability" means, at any time, the Facility A Borrowing
Base in effect at such time, minus Borrower's Consolidated Senior Debt at such
time other than Debt outstanding under this Agreement.

"Facility A Borrowing" means a Committed Borrowing or a Competitive
Bid Borrowing made under Facility A.

"Facility A Borrowing Base" means that portion of the Total Borrowing
Base allocated to Facility A pursuant to Section 4.4 or 4.6 hereof.

"Facility A Commitment" means, with respect to any Bank, the
commitment of such Bank to make Loans to Borrower under Facility A up to the
amount set forth opposite such

FIFTH RESTATED CREDIT AGREEMENT PAGE 12
19
Bank's name on the signature pages to this Agreement as such amount may be
terminated or reduced from time to time in accordance with the provisions
hereof.

"Facility A Commitment Percentage" means, with respect to any Bank at
any time, the percentage determined by dividing its Facility A Commitment at
such time by the Total Facility A Commitment at such time.

"Facility A Competitive Bid" means an offer by a Bank to make a
Competitive Bid Facility A Loan pursuant to Section 2.3.1.

"Facility A Credit Period" means the period commencing on the date
hereof and ending on the Facility A Termination Date.

"Facility A Loans" means Loans which are outstanding under Facility A.

"Facility A Note" means a Competitive Bid Facility A Note or a
Committed Facility A Note and "Facility A Notes" means all Competitive Bid
Facility A Notes and all Committed Facility A Notes.

"Facility A Outstandings" means, at any time, the sum of (i) the
aggregate Letter of Credit Exposure at such time, plus (ii) the aggregate
outstanding principal balance of all Facility A Loans at such time.

"Facility A Over Advance" has the meaning set forth inSection 4.5.

"Facility A Sharing Percentage" means, with respect to any Bank at any
time, the percentage determined by dividing (a) the sum of (i) such Bank's
aggregate Letter of Credit Exposure at such time, plus (ii) the outstanding
principal balance of all Facility A Loans held by such Bank at such time, by
(b) the Facility A Outstandings at such time.

"Facility A Termination Date" means December 31, 1998; provided that
the Facility A Termination Date may be extended by Banks from time to time in
their sole discretion pursuant to Section 2.8 hereof.

"Facility B" means the credit facility provided by the Banks to
Borrower pursuant to Section 2.2 hereof.

"Facility B Borrowing" means a Committed Borrowing or a Competitive
Bid Borrowing made under Facility B.

"Facility B Borrowing Base" means that portion of the Total Borrowing
Base allocated to Facility B pursuant to Section 4.4 or 4.6 hereof.

FIFTH RESTATED CREDIT AGREEMENT PAGE 13
20
"Facility B Commitment" means, with respect to any Bank, the
commitment of such Bank to make Loans to Borrower under Facility B up to the
amount set forth opposite such Bank's name on the signature pages to this
Agreement as such amount may be terminated or reduced from time to time in
accordance with the provisions hereof.

"Facility B Commitment Percentage" means, with respect to any Bank at
any time, the percentage determined by dividing its Facility B Commitment at
such time by the Total Facility B Commitment at such time.

"Facility B Competitive Bid" means an offer by a Bank to make a
Competitive Bid Facility B Loan pursuant toSection 2.3.1.

"Facility B Credit Period" means the period commencing on the date
hereof and ending on the Facility B Termination Date.

"Facility B Loans" means Loans which are outstanding under Facility B.

"Facility B Note" means a Committed Facility B Note or a Competitive
Bid Facility B Note and "Facility B Notes" means all Committed Facility B Notes
and all Competitive Bid Facility B Notes.

"Facility B Over Advance" has the meaning set forth inSection 4.5.

"Facility B Sharing Percentage" means, with respect to any Bank at any
time, the percentage determined by dividing (a) the sum of all Facility B Loans
held by such Bank at such time, by (b) all outstanding Facility B Loans at such
time.

"Facility B Termination Date" means March 30, 1995; provided that the
Facility B Termination Date may be extended by Banks from time to time in their
sole discretion pursuant to Section 2.9 hereof.

"First Convertible Debentures" means Borrower's 8% Convertible
Subordinated Debentures due 2006 which may be issued in exchange for the First
Preferred Stock at the option of Borrower.

"First Indenture" means an Indenture to be entered into by and between
Borrower and the First Indenture Trustee setting forth the terms of the First
Convertible Debentures which shall be in the form of the draft of such
Indenture included as an Exhibit to the First Registration Statement.

"First Indenture Trustee" means Ameritrust Company of New York and any
successor trustee appointed pursuant to the First Indenture.

FIFTH RESTATED CREDIT AGREEMENT PAGE 14
21
"First Preferred Stock" means Borrower's $4.00 Convertible Preferred
Stock containing the rights and preferences set forth in, and issued pursuant
to, the First Preferred Stock Designation.

"First Preferred Stock Designation" means the Certificate of
Designations of Convertible Exchangeable Preferred Stock filed with the
Secretary of State of Delaware on November 20, 1991, setting forth the terms of
the First Preferred Stock.

"First Registration Statement" means the Registration Statement on
Form S-1 (No. 33-43106) under the Securities Act which registered the offering
and sale of the First Preferred Stock and which became effective on November
20, 1991.

"Fixed Rate Loan" means any Competitive Bid Loan made by a Bank
pursuant toSection 2.3.1 based on the actual percentage rate per annum offered
by such Bank, expressed as a decimal (to no more than four decimal places) and
accepted by Borrower.

"Fully Funded" means, with respect to any Bank at the time in
question, that such Bank is prohibited from (as applicable) (a) making any
further Facility A Loans pursuant to the third sentence of Section 2.1(a), or
(b) making any further Facility B Loans pursuant to the third sentence of
Section 2.2(a).

"Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (a) to
purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt or other obligation (whether arising by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, to take-or-pay, or to maintain financial statement conditions, by
"comfort letter" or other similar undertaking of support or otherwise) or (b)
entered into for the purpose of assuring in any other manner the obligee of
such Debt or other obligation of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part), provided that the term
Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

"Hedge Transactions" means transactions pursuant to which Borrower or
its Subsidiaries hedge the price to be received by them for future production
of hydrocarbons, including price swap agreements under which Borrower or its
Subsidiaries agree to pay a price for a specified amount of hydrocarbons
determined by reference to a recognized market on a specified future date and
the contracting party agrees to pay Borrower or its Subsidiaries a fixed price
for the same or similar amount of hydrocarbons.

"Intercompany Loan" means a revolving loan in the maximum principal
amount of $25,000,000, evidenced by that certain promissory note dated October
1, 1992, executed by DJ Partners, L.P. and payable to Borrower.

FIFTH RESTATED CREDIT AGREEMENT PAGE 15
22
"Intercompany Loan Documents" means (a) that certain promissory note
dated October 1, 1992, in the original principal amount of $25,000,000 executed
by DJ Partners, L.P. and payable to Borrower; (b) that certain Assumption and
Credit Agreement dated October 1, 1992, by and among Borrower, SWAT and DJ
Partners, L.P.; and (c) all other documents, instruments and agreements which
evidence, secure or otherwise pertain to the Intercompany Loan.

"Intercompany Obligation" means any obligation held by Borrower or any
Restricted Subsidiary with respect to which the obligor is Borrower, any
Restricted Subsidiary or DJ Partners, L.P., whether evidenced by a promissory
note or other instrument, by open account or otherwise.

"Interest Period" means: (a) with respect to each Borrowing comprised
of Eurodollar Loans, the period commencing on the date of such Borrowing and
ending one (1), two (2), three (3) six (6), and, if available to the Banks,
nine (9) or twelve (12) months thereafter, as Borrower may elect in the
applicable Request for Committed Loans or the applicable Competitive Bid
Request, as the case may be; provided that:

(i) any Interest Period which would otherwise end on a day
which is not a Eurodollar Business Day shall be extended to
the next succeeding Eurodollar Business Day unless such
Eurodollar Business Day falls in another calendar month, in
which case such Interest Period shall end on the next
preceding Eurodollar Business Day;

(ii) any Interest Period which begins on the last Eurodollar
Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall, subject to clause
(iii) below, end on the last Eurodollar Business Day of a
calendar month;

(iii) if any Interest Period includes a date on which any
payment of principal of such Loans is required to be made
hereunder, but does not end on such date, then (A) the
principal amount of each Eurodollar Loan required to be repaid
on such date shall have an Interest Period ending on such
date, and (B) the remainder of each such Eurodollar Loan shall
have an Interest Period determined as set forth above; and

(iv) No Interest Period with respect to Facility A Loans shall
extend past the expiration of the Facility A Credit Period.
No Interest Period with respect to Facility B Loans shall
extend past the Facility B Credit Period.

(b) with respect to each Committed Borrowing comprised of CD Rate
Loans, the period commencing on the date of such Borrowing and ending thirty
(30), sixty (60), ninety (90) or one hundred eighty (180), and, if available to
the Banks, two hundred seventy (270)

FIFTH RESTATED CREDIT AGREEMENT PAGE 16
23
or three hundred sixty (360) days thereafter, as Borrower may elect in the
applicable Request for Committed Loans; provided that:

(i) any Interest Period which would otherwise end on a day
which is not a Domestic Business Day shall be extended to the
next succeeding Domestic Business Day unless such Domestic
Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Domestic
Business Day;

(ii) if any Interest Period includes a date on which any
payment of principal of such Loans is required to be made
hereunder, but does not end on such date, then (A) the
principal amount of each CD Rate Loan required to be repaid on
such date shall have an Interest Period ending on such date,
and (B) the remainder of each such CD Rate Loan shall have an
Interest Period determined as set forth above; and

(iii) No Interest Period with respect to Facility A Loans
shall extend past the expiration of the Facility A Credit
Period. No Interest Period with respect to Facility B Loans
shall extend past the Facility B Credit Period.

(c) with respect to each Committed Borrowing comprised of Base Rate
Loans, the period commencing on the date of such Committed Borrowing and ending
on the earliest of the next March 31, June 30, September 30 or December 31;
provided that:

(i) any Interest Period (other than an Interest Period
determined pursuant to clause (ii)(A) below) which would
otherwise end on a day which is not a Domestic Business Day
shall be extended to the next succeeding Domestic Business
Day;

(ii) if any Interest Period includes a date on which any
payment of principal of the Loans is required to be made
hereunder, but does not end on such date, then (A) the
principal amount of each Base Rate Loan required to be repaid
on such date shall have an Interest Period ending on such
date, and (B) any remainder of each such Base Rate Loan shall
have an Interest Period determined as set forth above; and

(d) with respect to each Competitive Bid Borrowing comprised of Fixed
Rate Loan(s), the period commencing on the date of such Fixed Rate Loan and
ending on the date specified in the Competitive Bid in which the offer to make
the Fixed Rate Loan was

FIFTH RESTATED CREDIT AGREEMENT PAGE 17
24
extended; provided, however, that each such period shall have a duration of not
less than seven (7) calendar days nor more than 360 calendar days; and
provided, further, that:

(ii) if any Interest Period includes a date on which any
payment of principal of the Loans is required to be made
hereunder, but does not end on such date, then (A) the
principal amount of each Fixed Rate Loan required to be repaid
on such date shall have an Interest Period ending on such
date, and (B) any remainder of each such Fixed Rate Loan shall
have an Interest Period determined as set forth above; and

"Investment" means, with respect to any Person, any loan, advance,
extension of credit, capital contribution to, investment in or purchase of the
stock securities of, or interests in, any other Person; provided, that
"Investment" shall not include current customer and trade accounts which are
payable in accordance with customary trade terms.

"Issuer" has the meaning set forth inSection 2.1(b).

"Lending Office" means as to any Bank its Domestic Lending Office or
its Eurodollar Lending Office, as the context may require.

"Letters of Credit" means letters of credit issued for the account of
Borrower or any Restricted Subsidiary pursuant to Section 2.1(b).

"Letter of Credit Exposure" of any Bank means such Bank's aggregate
participation in the unfunded portion of Letters of Credit outstanding at any
time.

"Lien" means with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset.
For the purposes of this Agreement, Borrower and its Subsidiaries shall be
deemed to own subject to a Lien any asset which is acquired or held subject to
the interest of a vendor or lessor under any conditional sale agreement,
capital lease or other title retention agreement relating to such asset.

"Loan" means a Committed Loan, a Competitive Bid Loan, a Base Rate
Loan, a Eurodollar Loan, a Fixed Rate Loan or a CD Rate Loan and "Loans" means
Committed

FIFTH RESTATED CREDIT AGREEMENT PAGE 18
25
Loans, Competitive Bid Loans, Base Rate Loans, Eurodollar Loans, Fixed Rate
Loans, CD Rate Loans or any combination thereof.

"Loan Papers" means this Agreement, the Notes, the Mortgages, the
Restricted Subsidiary Guarantees and all other certificates, documents or
instruments delivered in connection with this Agreement, as the foregoing may
be amended from time to time.

"London Interbank Offered Rate" applicable to any Interest Period
means the rate per annum determined by the Agent (rounded upward, if necessary,
to the next higher 1/16 of 1%) at which deposits in dollars are offered to the
Agent by first class banks in the London interbank market at approximately
11:00 a.m. (London time) two (2) Eurodollar Business Days before the first day
of such Interest Period in an amount approximately equal to the principal
amount of the Eurodollar Loan to which such Interest Period is to apply and for
a period of time comparable to such Interest Period. The Agent shall determine
the London Interbank Offered Rate and shall notify Borrower and the Banks as
soon as practicable.

"Majority Banks" means (a) at any time prior to the occurrence of an
Event of Default, Banks holding greater than fifty percent (50%) of the Total
Commitment, and (b) at any time after the occurrence and during the
continuation of an Event of Default, Banks holding greater than fifty percent
(50%) of the aggregate unpaid principal amount of the Loans, or if no Loans are
outstanding, Banks holding greater than fifty percent (50%) of the Total
Commitment.

"Management Agreement" means that certain Management Agreement dated
October 1, 1992, by and between Borrower and DJ Partners, L.P.

"Margin Regulations" mean Regulations G, T, U and X of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

"Margin Stock" means "margin stock" as defined in Regulation U.

"Material Agreement" means any material written or oral agreement,
contract, commitment, or understanding to which a Person is a party, by which
such Person is directly or indirectly bound, or to which any assets of such
Person may be subject, which is not cancelable by such Person upon notice of
ninety (90) days or less without liability for further payment other than
nominal penalty.

"Material Debt" means Debt of Borrower or any of its Subsidiaries
issued under one or more related or unrelated agreements or instruments in an
aggregate principal amount exceeding $5,000,000.

"Maximum Lawful Rate" means, for each Bank, the maximum rate (or, if
the context so permits or requires, an amount calculated at such rate) of
interest which, at the time in

FIFTH RESTATED CREDIT AGREEMENT PAGE 19
26
question would not cause the interest charged on the portion of the Loans owed
to such Bank at such time to exceed the maximum amount which such Bank would be
allowed to contract for, charge, take, reserve, or receive under applicable law
after taking into account, to the extent required by applicable law, any and
all relevant payments or charges under the Loan Papers. To the extent the laws
of the State of Texas are applicable for purposes of determining the "Maximum
Lawful Rate," such term shall mean the "indicated rate ceiling" from time to
time in effect under Article 1.04, Title 79, Revised Civil Statutes of Texas,
1925, as amended, or, if permitted by applicable law and effective upon the
giving of the notices required by such Article 1.04 (or effective upon any
other date otherwise specified by applicable law), the "quarterly ceiling" or
"annualized ceiling" from time to time in effect under such Article 1.04,
whichever the Agent (with the approval of the Required Banks) shall elect to
substitute for the "indicated rate ceiling," and vice versa, each such
substitution to have the effect provided in such Article 1.04, and the Agent
(with the approval of Required Banks) shall be entitled to make such election
from time to time and one or more times and, without notice to Borrower, to
leave any such substitute rate in effect for subsequent periods in accordance
with subsection (h)(1) of such Article 1.04.

"Minimum Outstanding Balance" has the meaning set forth inSection
2.1(a).

"Mortgages" means all mortgages, deeds of trust and security
agreements creating, evidencing, perfecting or otherwise establishing the Liens
required by Section 5.1 hereof as may have been heretofore or may hereafter be
granted to the Agent to secure repayment of the Loans.

"Nonrecourse Debt" means indebtedness (a) secured solely by the assets
acquired with the proceeds of such indebtedness, (b) with respect to which
neither Borrower nor any of its Subsidiaries have any liability for repayment
beyond the assets pledged, and (c) with respect to which Borrower has delivered
to the Banks an opinion in a form satisfactory to the Required Banks of counsel
acceptable to the Agent stating that such indebtedness meets the criteria set
forth in (a) and (b) preceding.

"Note" means any Facility A Note or a Facility B Note and "Notes"
means all Facility A Notes and all Facility B Notes collectively.

"Obligations" means all present and future indebtedness, obligations
and liabilities, and all renewals and extensions thereof, or any part thereof,
of Borrower or any of its Subsidiaries to any Bank arising pursuant to the Loan
Papers, and all interest accrued thereon and costs, expenses, and attorneys'
fees incurred in the enforcement or collection thereof, regardless of whether
such indebtedness, obligations and liabilities are direct, indirect, fixed,
contingent, liquidated, unliquidated, joint, several or joint and several.

"OPIC" means the Overseas Private Investment Corporation.

FIFTH RESTATED CREDIT AGREEMENT PAGE 20
27
"OPIC Guaranty" means a Guarantee contemplated to be issued by
Borrower in favor of OPIC pursuant to which Borrower will guarantee payment and
performance of SOCO Perm's obligations under the SOCO Perm Guaranty.

"Other Borrowing Base Property" means property owned by Borrower or
any Restricted Subsidiary (a) other than oil and gas properties and Related
Assets, (b) which Borrower has requested that Banks consider in their
determination of the Total Borrowing Base, and (c) which any Bank, in its sole
discretion, has considered for purposes of determining the Total Borrowing Base
(as evidenced by a notice to such effect delivered by any Bank or Agent to
Borrower).

"Over Advance" means either a Facility A Over Advance or a Facility B
Over Advance.

"Over Advance Cure Period" means the period commencing on the
Determination Date on which an Over Advance occurs or increases and continuing
until the ninetieth (90th) day following such Determination Date.

"Over Funded Facility A Bank" means any Bank which holds Committed
Facility A Loans and Letter of Credit Exposure which, when considered in the
aggregate, exceed its Facility A Commitment Percentage of the sum of (a) all
Committed Facility A Loans, and (b) the aggregate Letter of Credit Exposure of
all Banks.

"Over Funded Facility B Bank" means any Bank which holds Committed
Facility B Loans which exceed its Facility B Commitment Percentage of all
Committed Facility B Loans.

"Partnership Agreement" means that certain Limited Partnership
Agreement of DJ Partners, L.P. dated October 1, 1992, by and between SWAT, as
general partner, and State Street Bank and Trust Company, as limited partner.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Periodic Determination" means any determination of the Total
Borrowing Base pursuant to Section 4.2.

"PERMTEX" means PERMTEX, a Russian limited liability company.

"Permitted Encumbrances" means with respect to any asset:

(a) Liens securing the Notes in favor of the Banks;

FIFTH RESTATED CREDIT AGREEMENT PAGE 21
28
(b) Minor defects in title which do not secure the
payment of money and otherwise have no material adverse effect on the value or
operation of oil and gas properties, and for the purposes of this Agreement, a
minor defect in title shall include (i) those instances where record title to
an oil and gas lease is in a predecessor in title to Borrower or any of its
Subsidiaries, but where Borrower or any of its Subsidiaries, by reason of a
farmout or other instrument is presently entitled to receive an assignment of
its interest or other evidence of title and the appropriate Person is
proceeding diligently to obtain such assignment, and (ii) easements,
rights-of-way, servitudes, permits, surface leases and other similar rights in
respect of surface operations, and easements for pipelines, streets, alleys,
highways, telephone lines, power lines, railways and other easements and
rights-of-way, on, over or in respect of any of the properties of Borrower (or
its Subsidiaries, as applicable) that are customarily granted in the oil and
gas industry; so long as, with respect to any of such minor defects in title,
the same are minor defects which are customary and usual in the oil and gas
industry and which are customarily accepted by a reasonably prudent operator
dealing with its properties;

(c) Inchoate statutory or operators' liens securing
obligations for labor, services, materials and supplies furnished to oil and
gas properties which are not delinquent (except to the extent permitted by
Section 8.8);

(d) Mechanic's, materialmen's, warehouseman's,
journeyman's and carrier's liens and other similar liens arising by operation
of law or statute in the ordinary course of business which are not delinquent
(except to the extent permitted by Section 8.8);

(e) Production sales contracts, gas balancing agreements
and joint operating agreements; provided, that the amount of all gas imbalances
known to any Authorized Officer of Borrower and the amount of all production
which has been paid for but not delivered shall have been disclosed or
otherwise taken into account in the Reserve Reports delivered to Banks
hereunder.

(f) Liens for Taxes or assessments not yet due or not yet
delinquent, or, if delinquent, that are being contested in good faith in the
normal course of business by appropriate action, as permitted by Section 8.8;

(g) All rights to consent by, required notices to,
filings with, or other actions by, governmental entities in connection with the
sale or conveyance of oil and gas leases or interests therein if Borrower (or
its Subsidiaries, as applicable) is entitled to such consent, the same are
customarily obtained subsequent to such sale or conveyance and the appropriate
Person is proceeding diligently to obtain such consent, notice or filing;

(h) The terms and provisions of any of the oil and gas
leases pursuant to which Borrower (or its Subsidiaries, as applicable) derives
its interests;

FIFTH RESTATED CREDIT AGREEMENT PAGE 22
29
(i) Lease burdens payable to third parties which are
deducted in the calculation of discounted present value in the Reserve Reports
including, without limitation, any royalty, overriding royalty, net profits
interest, production payment, carried interest or reversionary working interest
and which have been disclosed to the Agent in writing; provided, however, that
Borrower shall not be required to disclose such lease burdens unless the same
are lease burdens which are not customarily and usually found in the oil and
gas industry or unless the same are lease burdens which obligate Borrower
and/or its Subsidiaries, as applicable, in a fashion not customarily and
usually found in the oil and gas industry;

(j) All applicable laws, rules and orders of governmental
authorities having jurisdiction of the affairs of Borrower;

(k) the WYGAP Lease;

(l) Liens securing Debt incurred to finance the
acquisition of the assets which are the subject of such Liens (to the extent
permitted by Section 9.1 hereof); and

(m) Security interests covering cash, deposit accounts or
certificates of deposit securing Cash Secured Third Party Letters of Credit or
Borrower's or its Subsidiaries Obligations under Hedge Transactions permitted
by Section 9.11.

"Permitted Investment" means, with respect to Borrower or any
Restricted Subsidiary (a) Investments in Borrower and other Restricted
Subsidiaries, (b) advances by Borrower pursuant to the Intercompany Loan, (c)
Investments in Unrestricted Subsidiaries permitted pursuant to Sections 9.2 and
9.8 hereof, (d) Investments (in addition to those referred to in subsections
(a), (b), (c), (e) and (f) of this definition) measured at cost on a cumulative
basis from and after the date of this Agreement not exceeding, at any time, the
greater of (i) five percent (5%) of Borrower's Consolidated Tangible Net Worth
at such time, or (ii) five percent (5%) of the Total Borrowing Base at such
time, (e) other Investments (in addition to those contemplated by subsections
(a), (b), (c), (d) and (f) of this definition); provided, that such other
Investments referred to in this subsection (e) shall be considered Restricted
Payments pursuant to the definition of Restricted Payments, and (f)
contributions made prior to the date of this Agreement by Borrower and SWAT to
DJ Partners, L.P. of oil and gas properties located in Weld County, Colorado
(as to the Codell and Niobrara formation only), Cheyenne County, Nebraska (as
to the Niobrara Formation only), and Fremont and Carbon Counties, Wyoming,
which have been mortgaged to Agent for the benefit of the Banks as required by
Section 5.1 hereof.

"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

FIFTH RESTATED CREDIT AGREEMENT PAGE 23
30
"Plan" means at any time an employee pension benefit plan which is now
or was previously covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Code.

"Preferred Stock" means the First Preferred Stock and the Second
Preferred Stock collectively.

"Process Agent" has the meaning set forth in Section 14.12.

"Qualified Redemption of First Issue" means a redemption by Borrower
of the First Preferred Stock or First Convertible Debentures pursuant to
Section 6 of the First Preferred Stock Designation or Article 11 of the First
Indenture (as applicable) which meets each of the following qualifications:
(a) Borrower shall have given the Banks a Bank Redemption Notice not less than
twenty (20) nor more than sixty (60) days prior to delivery of a Redemption
Notice to the holders of First Preferred Stock or First Convertible Debentures
(as applicable); (b) Borrower shall not (and shall not permit the First
Indenture Trustee to) deliver the Redemption Notice more than thirty (30) days
prior to the date fixed for redemption; (c) such redemption shall not be
effective prior to January 1, 1995; (d) if such redemption occurs prior to
January 1, 1996, the Closing Price of Borrower's Common Stock for twenty (20)
trading days during the period of thirty (30) successive trading days ending
within five (5) days of the date of delivery of the Redemption Notice shall be
at least one hundred fifty percent (150%) of the Conversion Price; and (e) the
Closing Price of Borrower's Common Stock on each trading day in the period
commencing thirty (30) days prior to date of delivery of the Redemption Notice
through the fifth (5th) Domestic Business Day prior to the date fixed for
Redemption shall be at least one hundred twenty percent (120%) of the
Conversion Price.

"Qualified Redemption of Second Issue" means a redemption by Borrower
of the Second Preferred Stock or Second Convertible Debentures pursuant to
Section 6 of the Second Preferred Stock Designation or Article 11 of the Second
Indenture (as applicable) which meets each of the following qualifications: (a)
Borrower shall have given the Banks a Bank Redemption Notice not less than
twenty (20) nor more than sixty (60) days prior to delivery of a Redemption
Notice to the holders of Second Preferred Stock or Second Convertible
Debentures (as applicable); (b) Borrower shall not (and shall not permit the
Second Indenture Trustee to) deliver the Redemption Notice more than thirty
(30) days prior to the date fixed for redemption; (c) such redemption shall not
be effective prior to March 31, 1996; and (d) the Closing Price of Borrower's
Common Stock on each trading day in the period commencing thirty (30) days
prior to date of delivery of the Redemption Notice through the fifth (5th)
Domestic Business Day prior to the date fixed for Redemption shall be at least
one hundred twenty percent (120%) of the Conversion Price.

"Qualified Redemption of Third Convertible Debentures" means a
redemption by Borrower of the Third Convertible Debentures pursuant to Article
XI of the Third Indenture which meets each of the following qualifications: (a)
Borrower shall have given

FIFTH RESTATED CREDIT AGREEMENT PAGE 24
31
the Banks a Bank Redemption Notice not less than twenty (20) days nor more than
sixty (60) days prior to the delivery of a Redemption Notice to the holders of
the Third Convertible Debentures; (b) Borrower shall not (and shall not permit
the Third Indenture Trustee to) deliver the Redemption Notice more than thirty
(30) days prior to the date fixed for redemption; (c) such redemption shall not
be effective prior to March 31, 1997; and (d) the Closing Price of Borrower's
Common Stock on each trading day in the period commencing thirty (30) days
prior to the date fixed for redemption shall be at least one hundred twenty
percent (120%) of the Conversion Price.

"Recognized Value" means, with respect to oil and gas properties, the
pre-tax value of such properties determined in accordance with Financial
Accounting Standards Board Statement 69, generally known as the "standardized
measure of discounted cash flow".

"Redemption Notice" means a notice by Borrower (or the First Indenture
Trustee, the Second Indenture Trustee or the Third Indenture Trustee) to the
holders of First Preferred Stock, Second Preferred Stock, First Convertible
Debentures, Second Convertible Debentures or Third Convertible Debentures, as
applicable, pursuant to which Borrower (or the First Indenture Trustee, the
Second Indenture Trustee or the Third Indenture Trustee) calls any such
securities for redemption.

"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

"Related Assets" means all pipelines, gathering systems, gas
processing plants and similar assets owned by Borrower, the Restricted
Subsidiaries or DJ Partners, L.P., including, related personal property and
other fixed assets and all easements, servitudes and similar real property
interests owned by Borrower, the Restricted Subsidiaries or DJ Partners, L.P.
on which such systems are located.

"Related Asset Report" means a report to be delivered by Borrower to
Banks simultaneous with each delivery by Borrower of a Reserve Report and
Borrowing Base Report pursuant to Sections 4.1 and 4.3 which shall (a) be in
form and substance acceptable to Required Banks, (b) be prepared by the
Approved Petroleum Engineer (with the exception of the Related Asset Report
required to be delivered on or before August 15 of each year or pursuant to any
Special Determination which may be prepared by Borrower's in-house staff) in
accordance with customary and prudent practices of the petroleum engineering
industry, and (c) which shall set forth the discounted present value of the
Related Assets (which valuation shall be determined as of the same date as the
discounted present value of the oil and gas properties which are the subject of
the Reserve Report delivered simultaneous therewith pursuant to Sections 4.1
and 4.3 as applicable) as determined by the Approved Petroleum Engineer or
Borrower's in-house staff (as applicable). Each Related Asset Report shall
also designate the owner (either Borrower, one of the Restricted Subsidiaries
or DJ Partners, L.P.) of each Related Asset which is the subject of such
report.

FIFTH RESTATED CREDIT AGREEMENT PAGE 25
32
"Request for Committed Loan(s)" has the meaning set forth in Section
2.3.2(a).

"Required Banks" means (a) at any time prior to the occurrence of an
Event of Default, Banks holding greater than sixty-six and two-thirds percent
(66 2/3%) of the Total Commitment, and (b) at any time after the occurrence and
during the continuation of an Event of Default, Banks holding at least
sixty-six and two-thirds percent (66 2/3%) of the then aggregate unpaid
principal amount of the Loans or, if no Loans are at the time outstanding
hereunder, Banks having at least sixty-six and two-thirds percent (66 2/3%) of
the aggregate amount of the Total Commitment.

"Reserve Report" means an engineering analysis of the oil and gas
properties owned by Borrower, its Restricted Subsidiaries and DJ Partners, L.P.
in form and substance acceptable to the Required Banks prepared by the Approved
Petroleum Engineer or reviewed and approved by the Approved Petroleum Engineer
(with the exception of the Reserve Reports required to be delivered on or
before September 15 of each year pursuant to Section 4.1 or pursuant to any
Special Determination pursuant to Section 4.3 which may be prepared by
Borrower's in-house staff) in accordance with customary and prudent practices
in the petroleum engineering industry and Financial Accounting Standards Board
Statement 69. Each Reserve Report shall also designate the owner (either
Borrower, one of its Restricted Subsidiaries or DJ Partners, L.P.) which is the
owner of each asset which is the subject of such Reserve Report.

"Restricted Payment" means (a) any Distribution by Borrower or any
Distribution by DJ Partners, L.P., (b) any capital contribution, loan or
advance by Borrower or any Restricted Subsidiary to any Unrestricted Subsidiary
of Borrower or to DJ Partners, L.P., (c) the issuance of a Guarantee by
Borrower or any Restricted Subsidiary with respect to any Debt or other
obligation of any Unrestricted Subsidiary, (d) the retirement, redemption or
prepayment prior to the scheduled maturity by Borrower or a Restricted
Subsidiary of Debt of Borrower or such Restricted Subsidiary which is
subordinate to the Obligations, including without limitation, the Subordinate
Notes and the Convertible Debentures (and, in the case of the Third Convertible
Debentures, any payment of the Change of Control Purchase Price (as defined in
the Third Indenture)), and (e) any Investment by Borrower which is a Permitted
Investment pursuant to subsection (e) of the definition of Permitted
Investment. Notwithstanding the foregoing, "Restricted Payments" shall not
include (y) advances made under the Intercompany Loan or (z) contributions made
prior to the date of this Agreement by Borrower and SWAT to DJ Partners, L.P.
of oil and gas properties located in Weld County, Colorado (as to the Codell
and Niobrara formation only), Cheyenne County, Nebraska (as to the Niobrara
formation only) and Fremont and Carbon Counties, Wyoming, which have been
mortgaged to Agent for the benefit of Banks as required by Section 5.1 hereof.
For purposes of this definition, at the time Borrower or any Restricted
Subsidiary issues any Guarantee of any Debt or other obligation of any
Unrestricted Subsidiary, Borrower or such Restricted Subsidiary will be deemed
to have made a Restricted Payment in an amount equal to the maximum potential
liability of Borrower or such Restricted Subsidiary under such Guarantee (not
to exceed, however, the

FIFTH RESTATED CREDIT AGREEMENT PAGE 26
33
aggregate outstanding Debt (including accrued but unpaid interest and fees) and
other obligations which are guaranteed pursuant to any such Guarantee).

"Restricted Subsidiary" means, initially, the Subsidiaries of Borrower
listed on Schedule 1 attached hereto other than SOCO International, Inc., and
Thomasville Energy Corporation and the Subsidiaries of SOCO International, Inc.
and Thomasville Energy Corporation. "Restricted Subsidiary" shall also refer to
any other Subsidiary of Borrower which Required Banks and Borrower have, in
their sole discretion, designated in writing a Restricted Subsidiary.

"Restricted Subsidiary Guarantees" means the Guarantees of the
Obligations by the Restricted Subsidiaries contemplated by Section 5.2 hereof.

"Schedule" means a "schedule" attached to this Agreement and
incorporated herein by reference, unless specifically indicated otherwise.

"Second Convertible Debentures" means Borrower's Convertible
Subordinated Debentures due 2008 which may be issued in exchange for the Second
Preferred Stock at the option of Borrower.

"Second Indenture" means an Indenture entered into by and between
Borrower and the Second Indenture Trustee setting forth the terms of the Second
Convertible Debentures which is in the form of the draft of such Indenture
included as an Exhibit to the Second Registration Statement.

"Second Indenture Trustee" means Ameritrust Texas National Association
and any successor trustee appointed pursuant to the Second Indenture.

"Second Preferred Stock" means a class of Convertible Exchangeable
Preferred Stock, par value .01 per share, issued by Borrower having the terms
set forth in the Second Preferred Stock Designation.

"Second Preferred Stock Designation" means the Certificate of
Designations of Convertible Exchangeable Preferred Stock of Borrower filed with
the Secretary of State of Delaware on April 14, 1993, setting forth the terms
of the Second Preferred Stock.

"Second Registration Statement" means the Registration Statement on
Form S-3 (No. 33-59446) under the Securities Act which registered the offering
and sale of the Second Preferred Stock and which became effective on April 13,
1993.

"Section" refers to a "section" or "subsection" of this Agreement
unless specifically indicated otherwise.

FIFTH RESTATED CREDIT AGREEMENT PAGE 27
34
"Securities Purchase Agreements" means those certain Securities
Purchase Agreements dated November 22, 1989, by and between SOI and John
Hancock Mutual Life Insurance Company, Natural Gas Partners, L.P. and New
England Mutual Life Insurance Company.

"SOCO Perm" means SOCO Perm Russia, Inc., a Delaware corporation.

"SOCO Perm Guaranty" means a Guarantee contemplated to be issued by
SOCO Perm in favor of OPIC pursuant to the draft letter of intent between
Borrower, PERMTEX and OPIC, a copy of which was provided by Borrower to the
Banks prior to the date of this Agreement.

"Special Cash Flow Cure Period" means the period commencing on the
last day of any fiscal quarter for which Borrower's ratio of Consolidated Cash
Flow to Consolidated Total Covered Debt was less than required by Section 10.4
and ending on the earlier of (a) ninety (90) days following the expiration of
such quarter, or (b) the date specified in a written notice from the Agent
stating that Majority Banks have, in their discretion, selected such date as
the expiration date for such Special Cash Flow Cure Period.

"Special Determination" means any determination of the Borrowing Base
pursuant to Section 4.3.

"Subordinated Notes" means Borrower's 13.5% Subordinated Notes due
October 1, 1996 which have been paid in full prior to the date of this
Agreement.

"Subsidiary" means, for any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions (including that of a general partner) are at the time directly or
indirectly owned, collectively, by such Person and any Subsidiaries of such
Person. The term Subsidiary shall include Subsidiaries of Subsidiaries (and so
on). Notwithstanding the foregoing, for all purposes of this Credit Agreement,
DJ Partners, L.P. shall be deemed a "Subsidiary" of Borrower.

"SWAT" means SOCO Wattenberg Corporation, a Delaware corporation,
which is a wholly owned Subsidiary of Borrower.

"Taxes" means all taxes, assessments, filing or other fees, levies,
imposts, duties, deductions, withholdings, stamp taxes, interest equalization
taxes, capital transaction taxes, foreign exchange taxes or other charges, or
other charges of any nature whatsoever, from time to time or at any time
imposed by law or any federal, state or local governmental agency. "Tax" means
any one of the foregoing.

"Third Convertible Debentures" means Borrower's 7% Convertible
Subordinated Notes Due 2001 issued pursuant to the Third Registration
Statement.

FIFTH RESTATED CREDIT AGREEMENT PAGE 28
35
"Third Indenture" means an Indenture entered into by and between
Borrower and the Third Indenture Trustee setting forth the terms of the Third
Convertible Debentures.

"Third Indenture Trustee" means Texas Commerce Bank National
Association and any successor trustee appointed pursuant to the Third
Indenture.

"Third Party Letters of Credit" means letters of credit which are (a)
permitted pursuant toSections 2.1(b) and 9.1, (b) not issued pursuant to
Section 2.1(b), (c) with the exception of Cash Secured Third Party Letters of
Credit, unsecured, and (d) issued solely to secure Borrower's and its
Subsidiaries' obligations under Hedge Transactions permitted by Section 9.11.

"Third Party Letter of Credit Exposure" means the unfunded portion of
Third Party Letters of Credit outstanding at any time.

"Third Registration Statement" means the Registration Statement on
Form S-3 (No. 33-52807) under the Securities Act which registered the offering
and sale of the Third Convertible Debentures and which became effective on May
5, 1994.

"Total Borrowing Base" has the meaning set forth inSection 4.2 hereof.

"Total Commitment" means the aggregate of all Banks' Commitments.

"Total Facility A Commitment" means the aggregate of all Banks'
Facility A Commitments.

"Total Facility B Commitment" means the aggregate of all Banks'
Facility B Commitments.

"Under Funded Facility A Bank" means any Bank which is not Fully
Funded under Facility A and which holds Committed Facility A Loans and Letter
of Credit Exposure which, when considered in the aggregate, are less than its
Facility A Commitment Percentage of the sum of (a) all Committed Facility A
Loans held by all Banks, and (b) the aggregate Letter of Credit Exposure of all
Banks.

"Under Funded Facility B Bank" means any Bank which is not Fully
Funded under Facility B and which holds Committed Facility B Loans which are
less than its Facility B Commitment Percentage of all Committed Facility B
Loans held by all Banks.

"Unrestricted Subsidiaries" shall mean any Subsidiary of Borrower
which is not a Restricted Subsidiary.

"Unused Facility A Availability" means, at any time, the remainder of
(a) the Facility A Borrowing Base at such time, minus (b) the sum of (i) the
aggregate Letter of Credit

FIFTH RESTATED CREDIT AGREEMENT PAGE 29
36
Exposure of all Banks at such time, plus (ii) the aggregate outstanding
principal balance of all Facility A Loans at such time.

"Unused Facility B Availability" means, at any time, the remainder of
(a) the Facility B Borrowing Base at such time, minus (b) the aggregate
outstanding principal balance of all Facility B Loans at such time.

"Unused Facility A Availability of each Bank" means, for each Bank at
any time, the remainder of (a) such Bank's Commitment Percentage of the
Facility A Borrowing Base at such time, minus (b) the sum of (i) the Letter of
Credit Exposure of such Bank at such time, plus (ii) the principal balance of
all Facility A Loans held by such Bank at such time.

"Unused Facility B Availability of each Bank" means, for each Bank at
any time, the remainder of (a) such Bank's Facility B Commitment Percentage of
the Facility B Borrowing Base at such time, minus (b) the principal balance of
all Facility B Loans held by such Bank at such time.

"WYGAP Lease" means that certain Barrell Springs Gathering System
Lease and Option Agreement dated September 1, 1987 by and between Washakie
Gathering Company and Northwest Pipeline Corporation pursuant to which Wyoming
Gathering and Production Company leases certain gas transmission facilities.

SECTION 1.2. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with
generally accepted accounting principles as in effect from time to time,
applied on a basis consistent with the most recent audited consolidated
financial statements of Borrower and its Consolidated Subsidiaries delivered to
the Banks except for changes concurred in by Borrower's independent certified
public accountants and which are disclosed to the Agent on the next date on
which financial statements are required to be delivered to the Banks pursuant
to Section 8.1(a) or (b); provided that, unless Required Banks shall otherwise
agree in writing, no such change shall modify or affect the manner in which
compliance with the covenants contained in Article X are computed such that all
such computations shall be conducted utilizing financial information presented
consistently with prior periods.

ARTICLE II

THE CREDIT FACILITIES

SECTION 2.1. Facility A Commitments. (a) Each Bank severally agrees,
subject to Section 2.1(c) and the other terms and conditions set forth in this
Agreement, to lend to Borrower from time to time during the Facility A Credit
Period amounts not to exceed in the aggregate at any one time outstanding, the
amount of such Bank's Facility A

FIFTH RESTATED CREDIT AGREEMENT PAGE 30
37
Commitment reduced by an amount equal to the sum of such Bank's Letter of
Credit Exposure and such Bank's Facility A Commitment Percentage of Third Party
Letter of Credit Exposure. Facility A Loans made pursuant to this Section
2.1(a) shall be Committed Facility A Loans or, solely at the option of each
Bank, Competitive Bid Facility A Loans. Notwithstanding the foregoing,
Borrower shall not be entitled to obtain Facility A Loans from a Bank and no
Bank shall be permitted to make Facility A Loans to Borrower in an amount which
would cause the sum of (i) all Facility A Loans held by such Bank, and (ii)
such Bank's Letter of Credit Exposure to exceed such Bank's Facility A
Commitment Percentage of the Facility A Availability then in effect. Each
Committed Facility A Borrowing (i) shall be in an aggregate principal amount of
$1,000,000 or any larger integral multiple of $100,000 (except that any Base
Rate Committed Facility A Borrowing may be in an amount equal to the difference
between the Facility A Availability and the Facility A Outstandings), and (ii)
shall be made (A) first, by any Bank which is an Under Funded Facility A Bank
to the extent necessary to eliminate the under funded position of such Bank,
and (B) then, from the Banks ratably in accordance with their respective
Facility A Commitment Percentages; provided, that to the extent any Bank's
ability to make any Committed Facility A Loan on the occasion of any Committed
Borrowing is reduced pursuant to the restriction contained in the third
sentence of this Section 2.1(a), such Bank shall make a Committed Facility A
Loan in the maximum amount it is permitted to make without violating such
restriction and the remaining Banks which are not subject to such restriction
shall make Committed Facility A Loans in an aggregate amount equal to the
remaining portion of such Committed Borrowing. Such Committed Facility A Loans
shall be made by such unrestricted Banks ratably based on the amount of each
such unrestricted Bank's Facility A Commitment Percentage relative to the
aggregate Facility A Commitment Percentages of all such unrestricted Banks.
Any Competitive Bid Facility A Loans held by any Bank which are to be
refinanced pursuant to a Committed Borrowing of Facility A Loans will not be
deemed to be outstanding for purposes of determining the amount of Committed
Facility A Loans to be made by each Bank on such Borrowing Date. Subject to
the foregoing limitations and the other provisions of this Agreement, Borrower
may borrow under this Section 2.1(a), repay Facility A Loans and request new
Facility A Loans; provided, that any partial repayment of Committed Facility A
Loans shall be applied first, to the Committed Facility A Loans held by each
Over Funded Facility A Bank to the extent necessary to eliminate the over
funded position of each such Bank (each such partial repayment shall be
allocated to the Over Funded Facility A Banks ratably based on the amount of
Committed Facility A Loans held by each Over Funded Facility A Bank), and
second, to each Bank in accordance with its Facility A Commitent Percentage.
Borrower, Agent and the Banks acknowledge and agree that the entire principal
amount of the Facility A Loans outstanding under the Existing Credit Agreement
shall be allocated to and shall be deemed Committed Facility A Loans under this
Agreement. Notwithstanding any provision of this Agreement or the Loan Papers
to the contrary, there shall remain outstanding (continuously until termination
of all Commitments and repayment of all Loans) under Facility A or Facility B a
Base Rate Loan of not less than $1,000 (the "Minimum Outstanding Balance").
The Minimum Outstanding Balance may not be prepaid except as permitted by the
preceding sentence.

FIFTH RESTATED CREDIT AGREEMENT PAGE 31
38
Each Bank which is an Under Funded Facility A Bank at the time an
Event of Default occurs shall be irrevocably and unconditionally obligated, for
so long as such Event of Default shall be continuing, to purchase from each
Over Funded Facility A Bank at par, a non-recourse participation interest in
all outstanding Committed Facility A Loans and all Letter of Credit Exposure
held by each Over Funded Facility A Bank in an amount which (after giving
effect to the simultaneous fulfillment of the obligations pursuant to this
paragraph of all other Under Funded Facility A Banks) will result in the
elimination of the under funded Facility A position of each Under Funded
Facility A Bank and the over funded Facility A position of each Over Funded
Facility A Bank. Each Under Funded Facility A Bank will pay the purchase price
for each participation interest required to be purchased by it pursuant to this
paragraph by wire transfer of immediately available funds promptly upon being
advised by Agent of the occurrence of an Event of Default, but in all events
within two (2) Domestic Business Days following demand by any Over Funded
Facility A Bank.

(b) The Agent, or such Bank designated by the Agent which
(without obligation to do so) consents to the same ("Issuer") will, from time
to time during the Facility A Credit Period, upon request by Borrower, issue
Letters of Credit for the account of Borrower or any Restricted Subsidiary
designated by Borrower, so long as (i) the sum of (A) the total Third Party
Letter of Credit Exposure then existing, (B) the total Letter of Credit
Exposure then existing, and (C) the amount of the requested Letter of Credit
does not exceed fifteen percent (15%) of the lesser of (y) the Total Facility A
Commitment, and (z) the Facility A Borrowing Base, and (ii) Borrower would be
entitled to a Facility A Borrowing under Section 2.1(a) in the amount of the
requested Letter of Credit. Not less than three (3) Domestic Business Days
prior to the requested date of issuance of any such Letter of Credit, Borrower
(and any Restricted Subsidiary for whose account such Letter of Credit is being
issued) shall execute and deliver to Issuer, Issuer's customary letter of
credit application. Each Letter of Credit shall be in the minimum amount of
$10,000 and shall be in form and substance acceptable to Issuer. No Letter of
Credit shall have an expiration date later than the earlier of (i) the Facility
A Termination Date, or (ii) one (1) year from the date of issuance. Upon the
date of issuance of a Letter of Credit, Issuer shall be deemed to have sold to
each other Bank, and each other Bank shall be deemed to have unconditionally
and irrevocably purchased from Issuer, a non recourse participation in the
related Letter of Credit and Letter of Credit Exposure equal to the amount of
any Committed Facility A Loan which such Bank would be required to make under
Section 2.1(a) if Borrower were requesting a Committed Borrowing under Facility
A on such day in the amount of such Letter of Credit. Upon request of any
Bank, but not less often than quarterly, Agent shall provide notice to each
Bank by telephone, teletransmission or telex setting forth each Letter of
Credit issued and outstanding pursuant to the terms hereof and specifying the
Issuer, beneficiary and expiration date of each such Letter of Credit, each
Bank's percentage of each such Letter of Credit and the actual dollar amount of
each Bank's participation held by the Issuer(s) thereof for such Bank's account
and risk. If any Letter of Credit is presented for payment by the beneficiary
thereof, the Agent shall cause a Committed Borrowing comprised of Base Rate
Facility A Loans to be made from each

FIFTH RESTATED CREDIT AGREEMENT PAGE 32
39
Bank participating in such Letter of Credit and Letter of Credit Exposure to
reimburse Issuer for the payment under the Letter of Credit, whether or not
Borrower would then be entitled to a Committed Facility A Borrowing pursuant to
the terms hereof, and each Bank which participated in such Letter of Credit and
Letter of Credit Exposure shall be obligated to make a Facility A Base Rate
Loan equal to the amount of its participation interest. At the time of
issuance of each Letter of Credit, Borrower shall pay to the Agent a fee equal
to the sum of (i) one-eighth of one percent (1/8%) per annum (based on the face
amount and term of such Letter of Credit), plus (ii) one percent (1.0%) per
annum (based upon the amount and term of such Letter of Credit). The Agent
shall distribute the fee described in subclause (i) of the preceding sentence
paid on issuance of such Letter of Credit to the Issuer of such Letter of
Credit. The remaining portion of such fee shall be paid to the Banks
participating in such Letter of Credit and Letter of Credit Exposure based on
the relative amounts of their participation in such Letter of Credit and Letter
of Credit Exposure. Borrower, Agent and the Banks acknowledge that five
Letters of Credit which were issued pursuant to the Existing Credit Agreement
remain outstanding. Each of such existing Letters of Credit will be deemed to
be "Letters of Credit" under and for purposes of this Section 2.1(b).

Upon the occurrence of an Event of Default, Borrower shall, on the
next succeeding Domestic Business Day, deposit with the Agent such funds as the
Agent may request, up to a maximum amount equal to the aggregate existing
Letter of Credit Exposure of all Banks. Any funds so deposited shall be held
by the Agent for the ratable benefit of all Banks as security for the Loans,
and Borrower will, in connection therewith, execute and deliver such security
agreements in form and substance satisfactory to the Agent which it may, in its
discretion, require. As drafts or demands for payment are presented under any
Letter of Credit, the Agent shall apply such funds to satisfy such drafts or
demands. When all Letters of Credit have expired and the Loans have been
repaid in full (and no Bank has any obligation to make further Loans or issue
Letters of Credit hereunder) or such Event of Default has been cured to the
satisfaction of Required Banks, the Agent shall release to Borrower any
remaining funds deposited under this Section 2.1(b).

Whenever Borrower is required to make deposits under thisSection
2.1(b) and fails to do so on the day such deposit is due, the Agent or any Bank
may, without notice to Borrower, make such deposit (whether by application of
proceeds of any collateral for the Loans, by transfers from other accounts
maintained with any Bank or otherwise) using any funds then available to any
Bank of Borrower, any guarantor, or any other person liable for all or any part
of the Loans.

(c) No Bank will be obligated to lend to Borrower under
Facility A or incur Letter of Credit Exposure, and Borrower shall not be
entitled to borrow under Facility A any amount or obtain Letters of Credit
hereunder in an amount which would cause Borrower's Adjusted Consolidated
Senior Debt to exceed the Facility A Borrowing Base then in effect under
Article IV. No Bank shall be obligated to fund Facility A Borrowings hereunder
and Borrower shall not be entitled to Facility A Borrowings hereunder during
the

FIFTH RESTATED CREDIT AGREEMENT PAGE 33
40
existence of a Borrowing Base Deficiency or a breach of Section 10.4
(regardless of whether the applicable cure periods shall have expired with
respect thereto). Nothing in this Section 2.1(c) shall be deemed to limit any
Bank's obligation to fund Facility A Base Rate Loans with respect to its
participation in Letters of Credit in connection with any Committed Borrowing
comprised of Base Rate Facility A Loans made as a result of the drawing under
any Letter of Credit.

SECTION 2.2. Facility B Commitment. (a) Each Bank severally agrees,
subject to Section 2.2(b) and the other terms and conditions set forth in this
Agreement, to lend to Borrower from time to time during the Facility B Credit
Period amounts not to exceed in the aggregate at any one time outstanding the
amount of its Facility B Commitment. Facility B Loans made pursuant to this
Section 2.2 shall be Committed Facility B Loans or, solely at the option of
each Bank, Competitive Bid Facility B Loans. Borrower shall not be entitled to
obtain Facility B Loans from a Bank and no Bank shall be entitled to make
Facility B Loans to Borrower in an amount which would cause the sum of all
Facility B Loans held by such Bank to exceed such Bank's Facility B Commitment
Percentage of the Facility B Borrowing Base then in effect. Each Committed
Borrowing under Facility B (i) shall be in an aggregate principal amount of
$1,000,000 or any larger integral multiple of $100,000 (except that any
Committed Borrowing comprised of Base Rate Facility B Loans may be in the
amount of the Unused Facility B Availability), and (ii) shall be made (A) first
from any Under Funded Facility B Bank in an amount necessary to eliminate the
under funded position of such Bank, and (B) then, from the Banks ratably in
accordance with their respective Facility B Commitment Percentages; provided,
that, to the extent any Bank's ability to make Committed Facility B Loans on
the occasion of any Committed Borrowing is reduced pursuant to the restriction
contained in the third sentence of this Section 2.2(a), such Bank shall make a
Committed Facility B Loan in the maximum amount it is permitted to make without
violating such restriction and the remaining Banks which are not subject to
such restriction shall make Committed Facility B Loans in an aggregate amount
equal to the remaining portion of such Committed Borrowing. Such Committed
Facility B Loans shall be made by such unrestricted Banks ratably based on the
amount of each such unrestricted Bank's Facility B Committed Percentage
relative to the aggregate Facility B Commitment Percentages of all such
unrestricted Banks. Any Competitive Bid Facility B Loans held by any Bank
which are to be refinanced pursuant to a Committed Borrowing of Facility B
Loans will not be deemed to be outstanding for purposes of determining the
amount of Committed Facility B Loans to be made by each Bank on such Borrowing
Date. Subject to the foregoing limitations and the other provisions of this
Agreement, Borrower may borrow under this Section 2.2(a), repay Facility B
Loans and request new Facility B Loans; provided, that prior to an Event of
Default, all partial repayments of Committed Facility B Loans shall be applied
first, to the Committed Facility B Loans held by each Over Funded Facility B
Bank to the extent necessary to eliminate the over funded position of each such
Bank (each such partial repayment shall be allocated to the Over Funded
Facility B Banks ratably based on the amount of Facility B Loans held by each
Over Funded Facility B Bank), and second, to each Bank in accordance with its
Facility B Commitment Percentage.

FIFTH RESTATED CREDIT AGREEMENT PAGE 34
41
Each Bank which is an Under Funded Facility B Bank at the time an
Event of Default occurs shall be irrevocably and unconditionally obligated, for
so long as such Event of Default shall be continuing, to purchase from each
Over Funded Facility B Bank at par, a fully non-recourse participation interest
in all outstanding Committed Facility B Loans held by each Over Funded Facility
B Bank in an amount which (after giving effect to the simultaneous fulfillment
of the obligations pursuant to this paragraph of all other Under Funded
Facility B Banks) will result in the elimination of the under funded Facility B
position of each Under Funded Facility B Bank and the over funded Facility B
position of each over Funded Facility B Bank. Each Under Funded Facility B
Bank will pay the purchase price for each participation interest required to be
purchased by it pursuant to this paragraph by wire transfer of immediately
available funds promptly upon being advised by Agent of the occurrence of an
Event of Default, but in all events within two (2) Domestic Business Days
following demand by any Over Funded Facility B Bank.

(b) No Bank will be obligated to lend to Borrower under
Facility B and Borrower shall not be entitled to borrow any amount under
Facility B which would cause the aggregate outstanding principal balance of all
Facility B Loans to exceed the Facility B Borrowing Base then in effect under
Article IV. No Bank shall be obligated to fund Facility B Borrowings hereunder
and Borrower shall not be entitled to Facility B Borrowings hereunder during
the existence of a Borrowing Base Deficiency or a breach of Section 10.4
(regardless of whether the applicable cure periods shall have expired with
respect thereto).

SECTION 2.3. Method of Borrowing.

2.3.1. Competitive Bid Procedure. (a) In order to request
Competitive Bids, Borrower shall hand deliver, telex
or telecopy to the Agent a duly completed Competitive
Bid Request, to be received by the Agent (i) in the
case of Eurodollar Loans, not later than 12:00 noon
(Dallas, Texas time), five (5) Eurodollar Business
Days before the Borrowing Date specified for a
proposed Competitive Bid Borrowing comprised of
Eurodollar Loans and (ii) in the case of Fixed Rate
Loans, not later than 12:00 noon (Dallas, Texas
time), two (2) Business Days before the Borrowing
Date specified for a proposed Competitive Bid
Borrowing comprised of Fixed Rate Loans. No Base
Rate Loan shall be requested, or, except pursuant to
Section 13.2 or Section 13.4, made pursuant to, a
Competitive Bid Request. A Competitive Bid Request
that does not conform substantially to the format
ofExhibit B-1 may be rejected at the Agent's sole
discretion, and the Agent shall promptly notify
Borrower of such rejection by telex or telecopier.
Each Competitive Bid Request shall in each case refer
to this Agreement and specify (w) whether the
Competitive Bid Loans then being requested are to be
Facility A Loans or Facility B Loans, (x) whether the
Competitive Bid Loans then being requested are to be
Eurodollar Loans or Fixed Rate Loans, (y) the
Borrowing Date of such

FIFTH RESTATED CREDIT AGREEMENT PAGE 35
42
Competitive Bid Loans (which shall be a Domestic
Business Day or a Eurodollar Business Day, as
applicable) and the aggregate principal amount
thereof (which in the case of Facility A Loans shall
not be less than $5,000,000 or greater than the
Unused Facility A Availability on such Borrowing Date
and shall be an integral multiple of $500,000 and
with respect to Facility B Loans shall not be less
than $5,000,000 or greater than the Unused Facility B
Availability on such Borrowing Date and shall be in
an integral multiple of $500,000), and (z) the
Interest Period with respect thereto. Promptly after
its receipt of a Competitive Bid Request that is not
rejected as aforesaid, the Agent shall invite by
telex or telecopier (in the form set forth in Exhibit
B-2 hereto) the Banks to bid, on the terms and
conditions of this Agreement, to make Competitive Bid
Loans pursuant to such Competitive Bid Request.

(b) Each Bank may, in its sole discretion,
make one or more Competitive Bids to Borrower
responsive to each Competitive Bid Request. Each
Competitive Bid by a Bank must be received by the
Agent via telex or telecopier, in the form of Exhibit
B-3 hereto, (i) in the case of Eurodollar Loans, not
later than 12:00 noon (Dallas, Texas time), four (4)
Eurodollar Business Days before the Borrowing Date
specified for a proposed Competitive Bid Borrowing
comprised of Eurodollar Loans and (ii) in the case of
Fixed Rate Loans, not later than 9:00 a.m. (Dallas,
Texas time), one (1) Domestic Business Day before the
Borrowing Date specified for a proposed Competitive
Bid Borrowing comprised of Fixed Rate Loans.
Competitive Bids that do not conform substantially to
the format of Exhibit B-3 may be rejected by the
Agent after conferring with, and upon the instruction
of Borrower, and the Agent shall notify the Bank of
such rejection as soon as practicable. Each
Competitive Bid shall refer to this Agreement and (x)
specify the principal amount (which shall be in a
minimum principal amount of $1,000,000 and in an
integral multiple of $500,000 and which, subject to
the conditions set forth in Section 2.1 with respect
to Facility A Loans, or in Section 2.2 with respect
to Facility B Loans, may equal the entire principal
amount of the Competitive Bid Borrowing requested by
Borrower) of the Competitive Bid Loan that the Bank
is willing to make to Borrower, (y) specify the
Competitive Bid Rate at which the Bank is prepared to
make the Competitive Bid Loan and (z) confirm the
Interest Period with respect thereto specified by
Borrower in its Competitive Bid Request. If any Bank
shall elect not to make a Competitive Bid, such Bank
shall so notify the Agent via telex (i) in the case
of Eurodollar Loans, not later than 12:00 noon
(Dallas, Texas time), four (4) Eurodollar Business
Days before the Borrowing Date specified for a
proposed Competitive

FIFTH RESTATED CREDIT AGREEMENT PAGE 36
43
Bid Borrowing comprised of Eurodollar Loans, and (ii)
in the case of Fixed Rate Loans, not later than 9:00
a.m. (Dallas, Texas time), one (1) Domestic Business
Day before the Borrowing Date specified for a
proposed Competitive Bid Borrowing comprised of Fixed
Rate Loans; provided, however, that failure by any
Bank to give such notice shall not cause such Bank to
be obligated to make any Competitive Bid Loan as part
of such Competitive Bid Borrowing. A Competitive Bid
submitted by a Bank pursuant to this paragraph (b)
shall be irrevocable.

(c) The Agent shall promptly notify Borrower
by telex or telecopier of all the Competitive Bids
made, the Competitive Bid Rate and the principal
amount of each Competitive Bid Loan in respect of
which a Competitive Bid was made and the identity of
the Bank that made each bid. The Agent shall send a
copy of all Competitive Bids to Borrower for its
records as soon as practicable after completion of
the bidding process set forth in this Section 2.3.1.

(d) Borrower may in its sole and absolute
discretion, subject only to the provisions of this
Section 2.3.1(d), accept or reject any Competitive
Bid referred to in paragraph (c) above; provided,
howeve, that the aggregate amount of the Competitive
Bids so accepted by Borrower may not exceed the
principal amount of the Competitive Bid Borrowing
requested by Borrower. Borrower shall notify the
Agent by telex or telecopier whether and to what
extent it has decided to accept or reject any or all
of the bids referred to in paragraph (c) above, (i)
in the case of Eurodollar Loans, not later than 12:00
noon (Dallas, Texas time), three (3) Eurodollar
Business Days before the Borrowing Date specified for
a proposed Competitive Bid Borrowing, and (ii) in the
case of Fixed Rate Loans, not later than 9:00 a.m.,
(Dallas, Texas time), one (1) Domestic Business Day
before the Borrowing Date specified for a proposed
Competitive Bid Borrowing; provided, however, that
(w) the failure by Borrower to give such notice shall
be deemed to be a rejection of all the bids referred
to in paragraph (c) above, (x) Borrower shall not
accept a bid made at a particular Competitive Bid
Rate if Borrower has decided to reject a bid made at
a lower Competitive Bid Rate, (y) if Borrower shall
accept bids made at a particular Competitive Bid Rate
but shall be restricted by other conditions hereof
from borrowing the principal amount of Competitive
Bid Loans in respect of which bids at such
Competitive Bid Rate have been made, then Borrower
shall accept a pro rata portion of each bid made at
such Competitive Bid Rate based as nearly as possible
on the respective principal amounts of Competitive
Bid Loans for which such bids were made, and (z) no
bid shall be

FIFTH RESTATED CREDIT AGREEMENT PAGE 37
44
accepted for a Competitive Bid Loan unless such
Competitive Bid Loan is in a minimum principal amount
of $1,000,000 and an integral multiple of $500,000.
Notwithstanding the foregoing, if it is necessary for
Borrower to accept a pro rata allocation of the bids
made in response to a Competitive Bid Request
(whether pursuant to the events specified in clause
(y) above or otherwise) and the available principal
amount of Competitive Bid Loans to be allocated among
the Banks is not sufficient to enable Competitive Bid
Loans to be allocated to each Bank in a minimum
principal amount of $1,000,000 and in integral
multiples of $500,000, then Borrower shall select the
Banks to be allocated such Competitive Bid Loans and
shall round allocations up or down to the next higher
or lower multiple of $500,000 as it shall deem
appropriate. A notice given by Borrower pursuant to
this paragraph (d) shall be irrevocable.

(e) The Agent shall promptly notify each
bidding Bank whether or not its Competitive Bid has
been accepted (and if so, in what amount and at what
Competitive Bid Rate) by telex or telecopier sent by
the Agent, and each successful bidder will thereupon
become bound, subject to the other applicable
conditions hereof, to make the Competitive Bid Loan
in respect of which its bid has been accepted. After
completing the notifications referred to in the
immediately preceding sentence, the Agent shall
notify each Bank of the aggregate principal amount of
all Competitive Bids accepted.

(f) Upon determination by the Agent of the
Adjusted London Interbank Offered Rate applicable to
any Eurodollar Loan to be made by any Bank pursuant
to a Competitive Bid that has been accepted by
Borrower pursuant to Section 2.3.1(d), the Agent shall
notify such Bank of (i) the applicable Adjusted
London Interbank Offered Rate and (ii) the sum of the
applicable Adjusted London Interbank Offered Rate
plus the Competitive Bid Margin bid by such Bank.

(g) No Competitive Bid Borrowing shall be
made within five (5) Business Days of the date of any
other Competitive Bid Borrowing unless Borrower and
the Agent shall mutually agree otherwise.

(h) If the Agent shall at any time have a
Commitment hereunder and shall elect to submit a
Competitive Bid in its capacity as a Bank, it shall
submit such bid directly to Borrower at least one
half of an hour earlier than the latest time at which
the other Banks are required to submit their bids to
the Agent pursuant to paragraph (b) above.

FIFTH RESTATED CREDIT AGREEMENT PAGE 38
45
(i) All notices required by this Section
2.3.1 shall be made in accordance with Section 14.1.

2.3.2. Method of Committed Borrowing. (a) In order to
request Committed Loans, Borrower shall hand deliver,
telex or telecopy to the Agent a duly completed
Request for Committed Loans prior to 12:00 noon
(Dallas, Texas time), (i) at least one (1) Domestic
Business Day before the Borrowing Date specified for
a proposed Base Rate Borrowing, (ii) at least two (2)
Domestic Business Days before the Borrowing Date
specified for a proposed CD Rate Borrowing, and (iii)
at least three (3) Eurodollar Business Days before
the Borrowing Date of a proposed Eurodollar
Borrowing. Each Request for Committed Loans shall be
substantially in the form of Exhibit B-4 hereto, and
shall specify:

(i) the Borrowing Date of such Committed
Borrowing, which shall be a Domestic Business
Day in the case of a Committed Borrowing
comprised of Base Rate Loans or a Committed
Borrowing comprised of CD Rate Loans, or a
Eurodollar Business Day in the case of a
Committed Borrowing comprised of Eurodollar
Loans;

(ii) the aggregate amount of such Committed
Borrowing;

(iii) whether the Loans comprising such
Committed Borrowing are to be Base Rate
Loans, CD Rate Loans or Eurodollar Loans;

(iv) in the case of a Committed Borrowing
comprised of Eurodollar Loans or a Committed
Borrowing comprised of CD Rate Loans, the
duration of the Interest Period applicable
thereto, subject to the provisions of the
definition of Interest Period; and

(v) whether such Committed Borrowing shall
be comprised of Facility A Loans or Facility
B Loans.

(b) Upon receipt of a Request for Committed Loans,
the Agent shall promptly notify each Bank of the
contents thereof and the amount of the Committed
Borrowing to be loaned by such Bank pursuant thereto,
and such Request for Committed Loans shall not
thereafter be revocable by Borrower.

(c) Not later than 12:00 noon (Dallas, Texas time)
on the date of each Committed Borrowing, each Bank
shall (except as provided in

FIFTH RESTATED CREDIT AGREEMENT PAGE 39
46
Section 2.3.2(d)) make available that portion of such
Committed Borrowing allocated to such Bank pursuant
to Section 2.1(a) or 2.2(a) (as applicable), in
Federal or other funds immediately available in
Dallas, Texas to the Agent at its address referred to
in Section 14.1. Notwithstanding the foregoing, if
Borrower delivers to Agent a Request for Committed
Loans prior to 10:00 a.m. (Dallas, Texas time) on a
Domestic Business Day requesting a Committed
Borrowing comprised of Base Rate Loans on such day,
each Bank shall use its best efforts to make
available to the Agent that portion of such Committed
Borrowing allocated to such Bank pursuant to Section
2.1 or 2.2 (as applicable) by 1:00 p.m. (Dallas,
Texas time) on the same day. Unless the Agent
determines that any applicable condition specified in
Section 6.2 has not been satisfied, the Agent will
make the funds so received from the Banks available
to Borrower at the Agent's aforesaid address.

(d) If any Bank makes a new Committed Loan
hereunder on a day on which Borrower is to repay all
or any part of an outstanding Loan from such Bank,
such Bank shall apply the proceeds of its new
Committed Loan to make such repayment and only an
amount equal to the difference (if any) between the
amount being borrowed and the amount being repaid
shall be made available by such Bank to the Agent or
remitted by Borrower to the Agent, as the case may
be.

SECTION 2.4.Notes. The Committed Facility A Loans of each Bank shall
be evidenced by a single Committed Facility A Note payable to the order of such
Bank in an amount equal to such Bank's Facility A Commitment. The Competitive
Bid Facility A Loans of each Bank shall be evidenced by a single Competitive
Bid Facility A Note payable to the order of such Bank in an amount equal to
such Bank's Facility A Commitment. The Committed Facility B Loans of each Bank
shall be evidenced by a single Committed Facility B Note payable to the order
of such Bank in an amount equal to such Bank's Facility B Commitment. The
Competitive Bid Facility B Loans of each Bank shall be evidenced by a single
Competitive Bid Facility B Note payable to the order of such Bank in an amount
equal to such Bank's Facility B Commitment. Each Committed Facility A Note
shall be in substantially the form of Exhibit C-1. Each Competitive Bid
Facility A Note shall be in substantially the form of Exhibit C-2. Each
Competitive Bid Facility B Note shall be substantially in the form of Exhibit
D-2. Each Committed Facility B Note shall be in substantially the form of
Exhibit D-1.

SECTION 2.5. Maturity of Loans. Each Loan shall mature, and the
principal amount thereof shall be due and payable, on the last day of the
Interest Period applicable to such Loan.

FIFTH RESTATED CREDIT AGREEMENT PAGE 40
47
SECTION 2.6. Interest Rates. (a) Each Committed Base Rate Loan shall
bear interest on the outstanding principal balance thereof at a rate per annum
equal to the sum of the Applicable Margin plus the Base Rate in effect from day
to day, each change in the Base Rate to be effective without notice to Borrower
on the effective date of each such change, provided that in no event shall the
rate charged hereunder or under the Notes exceed the Maximum Lawful Rate.
Interest on each Base Rate Loan shall be payable on the last date of the
Interest Period applicable thereto.

(b) Each Eurodollar Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to (i) in the case of each Committed Loan
the sum of the Applicable Margin plus the applicable Adjusted London Interbank
Offered Rate, and (ii) in the case of each Competitive Bid Loan the applicable
Adjusted London Interbank Offered Rate for the Interest Period in effect for
such Loan plus the Competitive Bid Margin specified by a Bank with respect to
such Loan in its Competitive Bid submitted pursuant to Section 2.3.1(b);
provided that in no event shall the rate charged hereunder or under the Notes
exceed the Maximum Lawful Rate. Interest on each Eurodollar Loan having an
Interest Period of one, two or three months shall be payable on the last day of
the Interest Period applicable thereto. Interest on each Eurodollar Loan
having an Interest Period of six, nine, or twelve months shall be payable on
the last day of the Interest Period applicable thereto and on each June 30,
September 30, December 31 and March 31 during such Interest Period.

(c) Each CD Rate Loan shall bear interest on the
outstanding principal amount thereof, for the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin plus the
applicable Adjusted CD Rate; provided that in no event shall the rate charged
hereunder or under the Notes exceed the Maximum Lawful Rate. Interest on each
CD Rate Loan having an Interest Period of thirty (30), sixty (60) or ninety
(90) days shall be payable on the last day of the Interest Period applicable
thereto. Each CD Rate Loan having an Interest Period of one hundred eighty
(180), two hundred seventy (270) or three hundred sixty (360) days shall be
payable on the expiration of such Interest Period and on each June 30,
September 30, December 31 and March 31 during such Interest Period.

(d) Each Fixed Rate Loan shall bear interest at a rate per
annum (computed on the basis of the actual number of days elapsed over a year
of 360 days) equal to the Fixed Rate of Interest offered by the Bank making
such Competitive Bid Fixed Rate Loan and accepted by Borrower pursuant to
Section 2.3.1; provided, that in no event shall the rate charged hereunder or
under the Notes exceed the Maximum Lawful Rate. Interest on each Fixed Rate
Loan having an Interest Period of 90 days or less shall be payable on the last
day of the Interest Period applicable thereto. Each Fixed Rate Loan having an
Interest Period greater than 90 days shall be payable on the expiration of such
Interest Period and on each March 31, June 30, September 30 and December 31
during such Interest Period.

FIFTH RESTATED CREDIT AGREEMENT PAGE 41
48
(e) With respect to Committed Loans, the Agent shall
determine each interest rate applicable to the Committed Loans in accordance
with the terms hereof. The Agent shall promptly notify Borrower and the Banks
by telex, telecopy or cable of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

(f) With respect to Competitive Bid Loans, the Agent
shall determine the Adjusted London Interbank Offered Rate for each Interest
Period applicable to the Competitive Bid Loans in accordance with the terms
hereof. The Agent shall promptly notify Borrower and the affected Banks by
telex, telecopy or cable of each such determination thereof and its
determination thereof shall be conclusive absent manifest error.

(g) Notwithstanding the foregoing, if at any time the
rate of interest calculated with reference to the Base Rate, the CD Rate, the
Fixed Rate or the London Interbank Offered Rate hereunder (the "contract rate")
is limited to the Maximum Lawful Rate, any subsequent reductions in the
contract rate shall not reduce the rate of interest on the affected Loan below
the Maximum Lawful Rate until the total amount of interest accrued equals the
amount of interest which would have accrued if the contract rate had at all
times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of any Note, the total amount of interest
paid or accrued on such Note is less than the amount of interest which would
have accrued if the contract rate had at all times been in effect with respect
thereto, then at such time, to the extent permitted by law, Borrower shall pay
to the holder of such Note an amount equal to the difference between (i) the
lesser of the amount of interest which would have accrued if the contract rate
had at all times been in effect and the amount of interest which would have
accrued if the Maximum Lawful Rate had at all times been in effect, and (ii)
the amount of interest actually paid on such Note.

SECTION 2.7. Application of Payments. Each repayment pursuant to
Sections 2.8(a), 2.9(a), 2.10, 4.5 or 10.4 shall be made together with accrued
interest to the date of payment, and shall be applied to payment of the Loans
of the Banks in accordance with Section 3.2(a) and the other provisions of this
Agreement.

SECTION 2.8. Mandatory Termination of Facility A Commitment; Extension
of Facility A Termination Date. (a) The Facility A Commitments shall
terminate on the Facility A Termination Date, and any Facility A Loans then
outstanding (together with accrued interest thereon) shall be due and payable
on such date.

(b) On or before March 15 of any year preceding the
Facility A Termination Date, Borrower may request that the Banks extend the
Facility A Termination Date for successive periods of one year. The Banks, in
their sole discretion may agree to extend or decline to extend the Facility A
Termination Date; however, if the Banks have not responded to such request in
writing by May 1 of the year of Borrower's request such

FIFTH RESTATED CREDIT AGREEMENT PAGE 42
49
request shall be deemed to have been denied. In the event the Banks agree to
such request, Borrower and the Banks shall execute a written extension
agreement in form reasonably acceptable to the Agent evidencing such extension.
Borrower shall also execute new Facility A Notes in the forms attached hereto
as Exhibit C-1 and Exhibit C-2 reflecting such extension and such other
documents as the Agent shall reasonably request, including, without limitation,
amendments to each Mortgage required by Section 5.1 hereof in form and
substance acceptable to the Agent.

SECTION 2.9. Mandatory Termination of Facility B Commitment; Extension
of Facility B Termination Date. (a) The Facility B Commitments shall terminate
on the Facility B Termination Date, and any Facility B Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date.

(b) Borrower may by notice to Agent and each Bank
delivered together with Borrower's notice specifying the amount of the Total
Borrowing Base requested by Borrower pursuant to Section 4.1 hereof, request
that Banks extend the Facility B Termination Date for additional periods in each
case not to extend beyond three hundred sixty four (364) days following such
Determination Date. The Banks, in their sole discretion may agree to extend or
decline to extend the Facility B Termination Date; however, if the Banks have
not responded to such request in writing by such Determination Date, such
request shall be deemed to have been denied. In the event the Banks agree to
such request, Borrower and the Banks shall execute a written extension agreement
in form reasonably acceptable to the Agent evidencing such extension. Borrower
shall also execute new Facility B Notes in the forms attached hereto as Exhibit
D-1 and Exhibit D-2 reflecting such extension and such other documents as the
Agent shall reasonably request, including, without limitation, amendments to
each Mortgage required by Section 5.1 hereof in form and substance acceptable to
the Agent. In no event shall the Facility B Termination Date ever be extended
to a date which is in excess of 364 days from the date such extension is
granted.

SECTION 2.10. Reduction of Commitments. (a) Borrower may by notice
to the Agent one (1) Domestic Business Day prior to the effective date of any
such reduction, reduce the Total Facility A Commitment (and thereby permanently
reduce the Facility A Commitment of each Bank ratably in accordance with such
Bank's Facility A Commitment Percentage) in amounts not less than $1,000,000 or
any larger multiple of $100,000. On the effective date of any such reduction,
Borrower shall, to the extent required as a result of such reduction make a
principal payment on the Facility A Loans in an amount sufficient to cause
Borrower's Adjusted Consolidated Senior Debt to be equal to or less than the
Total Facility A Commitment as thereby reduced (and the Agent shall distribute
to each Bank in like funds that portion of any such payment as is required to
cause the sum of (i) the principal balance of Facility A Loans held by such
Bank at such time, (ii) such Bank's aggregate Letter of Credit Exposure at such
time, and (iii) such Bank's aggregate Commitment Percentage of Third Party
Letter of Credit Exposure at such time to be not greater than its Facility A
Commitment as thereby reduced). Notwithstanding the foregoing, Borrower shall
not be permitted to voluntarily reduce the Total Facility A Commitment (i)

FIFTH RESTATED CREDIT AGREEMENT PAGE 43
50
if, as a result of such reduction, Borrower would be required to prepay all or
any portion of the principal amount of any Eurodollar Loan, Fixed Rate Loan or
CD Rate Loan prior to the last day of the Interest Period applicable thereto,
(ii) to an amount less than the aggregate Letter of Credit Exposure and Third
Party Letter of Credit Exposure of all Banks, or (iii) to an amount which would
result in the Total Facility A Commitment being less than the Total Facility B
Commitment.

(b) Borrower may by notice to the Agent one (1) Domestic
Business Day prior to the effective date of any such reduction, reduce the
Total Facility B Commitment (and thereby reduce the Facility B Commitment of
each Bank ratably in accordance with such Bank's Unadjusted Commitment
Percentage) in amounts not less than $1,000,000 or any larger multiple of
$100,000. On the effective date of any such reduction, Borrower shall, to the
extent required as a result of such reduction, make a principal payment on the
Facility B Loans in an amount sufficient to cause the outstanding principal
balance of the Facility B Loans to be equal to or less than the Total Facility
B Commitment as thereby reduced (and the Agent shall distribute to each Bank in
like funds that portion of any such payment as is required to cause the
principal balance of all Facility B Loans held by such Bank to be not greater
than its Facility B Commitment as thereby reduced). Notwithstanding the
foregoing, Borrower shall not be permitted to voluntarily reduce the Total
Facility B Commitment if, as a result of such reduction, Borrower would be
required to prepay all or any portion of the principal amount of any Eurodollar
Loan, Fixed Rate Loan or CD Rate Loan prior to the last day of the Interest
Period applicable thereto.

SECTION 2.11. Commitment Fee for Facility A. On the Facility A
Termination Date and on the last day of each June, September, December and
March until the Facility A Termination Date, commencing on September 30, 1994,
Borrower shall pay to the Agent, for the benefit of each Bank in accordance
with the allocations hereafter set forth, a commitment fee equal to
three-eighths of one percent (3/8%) per annum (computed on the basis of actual
days elapsed and as if each calendar year consisted of 360 days) on the average
daily Unused Facility A Availability for the calendar quarter ending on such
date. Such fee shall be allocated to each Bank based on the average daily
Unused Facility A Availability of each Bank for such calendar quarter.

SECTION 2.12. Commitment Fee for Facility B. On the Facility B
Termination Date and on the last day of each June, September, December and
March until the Facility B Termination Date, commencing on September 30, 1994,
Borrower shall pay to the Agent, for the benefit of each Bank in accordance
with the allocations hereafter set forth, a commitment fee equal to one-eighth
of one percent (1/8%) per annum (computed on the basis of actual days elapsed
and as if each calendar year consisted of 360 days) on the average daily Unused
Facility B Availability for the calendar quarter ending on such date. Such fee
shall be allocated to each Bank based on the average daily Unused Facility B
Availability for each Bank during such quarter.

FIFTH RESTATED CREDIT AGREEMENT PAGE 44
51
SECTION 2.13. Agency Fee. Borrower shall pay to Agent such fees and
other amounts as Borrower shall be required to pay to Agent from time to time
pursuant to any separate agreement between Borrower and Agent setting forth the
compensation to be paid to Agent in consideration for acting as Agent
hereunder. Such fees and other amounts shall be retained by Agent, and no Bank
(other than Agent) shall have any interest therein.

SECTION 2.14. Borrowing Base Increase Fee. In the event Borrower
requests an increase in the Total Borrowing Base pursuant to Sections 4.2 or
4.3 and (a) the Banks, in their sole discretion, determine that in order to
grant such increase, it is necessary to include value in the Total Borrowing
Base attributable to oil and gas properties or Related Assets to be acquired by
Borrower or a Restricted Subsidiary, and (b) the aggregate purchase price to be
paid by Borrower and its Restricted Subsidiaries for such oil and gas
properties and Related Assets exceeds $25,000,000, Borrower shall pay a fee to
Agent for the ratable benefit of each Bank at the time such increase in the
Total Borrowing Base is granted equal to one fourth of one percent (.25%) of
the amount of such increase. The requirement for the payment of the fee
contained in this Section 2.14 shall not limit or impair the discretion of the
Banks to determine the Total Borrowing Base pursuant to Sections 4.2 and 4.3,
including the right of the Banks to condition any increase in the Total
Borrowing Base on such other conditions precedent as they shall deem necessary
or appropriate under the circumstances.

ARTICLE III

GENERAL PROVISIONS

SECTION 3.1. Delivery and Endorsement of Notes. Simultaneously with
the execution of this Agreement, the Agent shall deliver to each Bank the Notes
payable to such Bank referenced in Sections 6.1(a) and (b). Each Bank may
endorse (and prior to any transfer of its Notes shall endorse) on the schedule
attached to the relevant Note held by such Bank appropriate notations to
evidence the date and amount of each Competitive Bid Loan or Committed Loan, as
applicable, made by it, the Interest Period applicable thereto, and the date
and amount of each payment of principal of any Competitive Bid Loan or
Committed Loan, as applicable, made by Borrower with respect thereto, provided
that the failure by any Bank to so endorse its Notes shall not affect the
liability of Borrower for the repayment of all amounts outstanding under such
Notes together with interest thereon. Each Bank is hereby irrevocably
authorized by Borrower to endorse its Notes and to attach to and make a part of
any Note a continuation of any such schedule as required.

SECTION 3.2. General Provisions as to Payments. (a) Borrower shall
make each payment of principal of, and interest on, the Loans and all fees
payable hereunder not later than 12:00 noon (Dallas, Texas time) on the date
when due, in Federal or other funds immediately available in Dallas, Texas, to
the Agent at its address referred to in Section 14.1. The Agent will promptly
(and if such payment is received by the Agent by 10:00 a.m., and otherwise if
reasonably possible, on the same Domestic Business Day) distribute to each

FIFTH RESTATED CREDIT AGREEMENT PAGE 45
52
Bank its share (as determined in accordance with the other provisions of this
Agreement) of each such payment received by the Agent for the account of the
Banks. Whenever any payment of principal of, or interest on, Base Rate Loans,
CD Rate Loans, Fixed Rate Loans or of fees shall be due on a day which is not a
Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day (subject to the definition of Interest
Period). Whenever any payment of principal of, or interest on, the Eurodollar
Loans shall be due on a day which is not a Eurodollar Business Day, the date
for payment thereof shall be extended to the next succeeding Eurodollar
Business Day (subject to the definition of Interest Period). If the date for
any payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time. Borrower hereby authorizes
the Agent to charge from time to time against Borrower's accounts with the
Agent any amount then due.

(b) Prior to the occurrence of an Event of Default, all
principal payments received by the Banks on Competitive Bid Loans shall be
applied to the Competitive Bid Loans directed by Borrower, and all principal
payments received by the Banks in respect of Committed Loans shall be applied
to Committed Facility A Loans or Committed Facility B Loans as Borrower shall
direct, but shall thereafter be applied to the Committed Facility A and
Committed Facility B Loans of each Bank in the manner required pursuant to
Section 2.1(a) and 2.2(a) hereof. Any payments so received by any Bank shall,
to the extent consistent with the foregoing, be applied first, to Loans with
Interest Periods ending on the date of such payment, then to Base Rate Loans
next maturing, then to CD Rate Loans, Eurodollar Loans or Fixed Rate Loans (as
Borrower shall elect but in the absence of such election, in such order as the
Agent shall elect), next maturing until such principal payment is fully applied
with such adjustments in such order of payment as the Agent shall specify in
order that each Bank receives its appropriate share of each such payment.

(c) After the occurrence of an Event of Default, all
amounts collected or received by the Agent or any Bank shall be applied first
to the payment of all proper costs incurred by the Agent in connection with the
collection thereof (including reasonable expenses and disbursements of the
Agent), second to the payment of all proper costs incurred by the Banks in
connection with the collection thereof (including reasonable expenses and
disbursements of the Banks), third to the reimbursement of any advances made by
the Banks to effect performance of any unperformed covenants of Borrower or any
Restricted Subsidiary under any of the Loan Papers, fourth to the payment of
any unpaid fees required pursuant to Section 2.13, fifth to the payment of any
unpaid fees required pursuant to Sections 2.1(b), 2.11, 2.12 and 2.14 and
sixth, to payment of the Loans to each Bank based on the percentage held by
such Bank of all Loans and Letter of Credit Exposure outstanding hereunder.
All payments received by a Bank after the occurrence of an Event of Default for
application to its Loans shall be applied by such Bank in the manner provided
in Section 3.2(b).

SECTION 3.3. Funding Losses. If Borrower makes any payment of
principal with respect to any Eurodollar Loan, CD Rate Loan or Fixed Rate Loan
(whether pursuant to

FIFTH RESTATED CREDIT AGREEMENT PAGE 46
53
Article XI or XIII or as a voluntary or mandatory prepayment or otherwise) on
any day other than the last day of an Interest Period applicable thereto, or if
Borrower fails to borrow any Eurodollar Loan, CD Rate Loan or Fixed Rate Loan
after notice has been given to any Bank in accordance with Section 2.3,
Borrower shall reimburse each Bank on demand for any resulting loss or expense
incurred by it, including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, or any loss arising from
the reemployment of funds at rates lower than the cost to such Bank of such
funds and related costs, which in the case of the payment or prepayment prior
to the end of the Interest Period for any Eurodollar Loan, Fixed Rate Loan or
CD Rate Loan shall include the amount, if any, by which (a) the interest which
such Bank would have received, absent such payment or prepayment for the
applicable Interest Period exceeds (b) the interest which such Bank would
receive if the amount of such Eurodollar Loan, CD Rate Loan or Fixed Rate Loan
were deposited, loaned, or placed by such Bank in the interbank eurodollar
market or certificate of deposit market (as applicable) on the date of such
payment or prepayment for the remainder of the applicable Interest Period.
Such Bank shall promptly deliver to Borrower and the Agent a certificate as to
the amount of such loss or expense, which certificate shall be conclusive in
the absence of manifest error.

SECTION 3.4. Computation of Interest. Interest payable on the Loans
hereunder shall be computed based on the number of actual days elapsed assuming
that each calendar year consisted of 360 days.

SECTION 3.5. Overdue Principal and Interest. Any overdue principal of
and, to the extent permitted by law, overdue interest on any Loan (after giving
effect to all grace periods) shall bear interest, payable on demand, for each
day until paid at a rate per annum equal to the lesser of (a) the sum of four
percent (4%) plus the Base Rate and (b) the Maximum Lawful Rate.

ARTICLE IV

BORROWING BASE

SECTION 4.1. Reserve, Related Asset and Borrowing Base Report;
Proposed Borrowing Base. As soon as available and in any event by March 15 and
September 15 of each year, Borrower shall deliver to each Bank (i) a Reserve
Report and Related Asset Report prepared as of the immediately preceding
December 31 and June 30 respectively, and (ii) a Borrowing Base Report. On or
before each April 10 and October 10 of each year, Borrower shall notify each
Bank of (a) the Total Borrowing Base Borrower requests for the period
commencing on the next Determination Date, and (b) the amount of such requested
Total Borrowing Base to be allocated to Facility A and to Facility B pursuant
to Section 4.4 hereof.

SECTION 4.2. Determination of Total Borrowing Base. Based in part on
the Reserve Report and Related Asset Reports delivered pursuant to Section 4.1
the Banks

FIFTH RESTATED CREDIT AGREEMENT PAGE 47
54
shall determine the Total Borrowing Base to be in effect on the next succeeding
Determination Date, which shall in no event exceed the Total Borrowing Base
requested by Borrower pursuant to Section 4.1. Such determination shall be
made by the Banks in their sole discretion in accordance with their respective
standards for oil and gas loans, which may vary from Bank to Bank. Each Bank
shall notify the Agent on or before ten (10) days prior to each Determination
Date of the Total Borrowing Base which such Bank determines should become
effective on such Determination Date. Thereafter, the Banks shall consult with
each other in order to agree on the Total Borrowing Base to be effective on
such Determination Date. In the event the Banks agree on such Total Borrowing
Base on or before the expiration of such ten (10) day period, the Total
Borrowing Base agreed to by the Banks shall become effective on the next
succeeding Determination Date and shall remain in effect until the next
Determination. In the event the Banks are unable to agree on the Total
Borrowing Base to be effective on the next succeeding Determination Date within
such ten (10) day period, the Total Borrowing Base which becomes effective on
the next Determination Date shall be the weighted average (determined by
reference to that percentage of the Total Commitment represented by each Bank's
Commitment) of the Total Borrowing Bases requested by the Banks in the notices
referred to in the third sentence of this Section 4.2 and shall remain in
effect until the next Determination. The Agent shall notify Borrower of the
Total Borrowing Base to become effective on each Determination Date no later
than 2:00 p.m., Dallas, Texas time on such Determination Date. Without
limiting the right of the Banks to determine the Total Borrowing Base in their
sole discretion, Borrower acknowledges and agrees that subject to the Banks'
consistent application of their respective standards for similar loans, the
Banks (i) may make such assumptions regarding appropriate existing and
projected pricing for hydrocarbons as they deem appropriate in their sole
discretion, (ii) may make such assumptions regarding projected rates and
quantities of future production of hydrocarbons from oil and gas properties and
Related Assets owned by Borrower and the Restricted Subsidiaries as they deem
appropriate in their sole discretion, (iii) may consider the projected cash
requirements of Borrower, including, without limitation, obligations under the
Preferred Stock, Convertible Debentures, and other debt service and lease
obligations of Borrower and its Subsidiaries (including without limitation, the
full amount Borrower may be required to pay in connection with any redemption
of the Preferred Stock or Convertible Debentures with respect to which Borrower
has delivered to Banks a Bank Redemption Notice), and obligations of Borrower
and SWAT to the limited partner(s) of DJ Partners, L.P., (iv) are not required
to consider asset other than oil and gas reserves and Related Assets, (v) are
not required to consider any oil and gas reserves or Related Assets of
Borrower, any of the Restricted Subsidiaries or DJ Partners, L.P. which have
not been mortgaged to the Agent for the ratable benefit of the Banks to the
extent required by Section 5.1, (vi) will give no consideration to any asset
owned by an entity other than Borrower, the Restricted Subsidiaries or DJ
Partners, L.P. and (vii) may make such other assumptions, considerations and
exclusions as each Bank deems appropriate in the exercise of its sole
discretion.

SECTION 4.3. Special Determination of Total Borrowing Base. In
addition to the redeterminations of the Total Borrowing Base pursuant to
Section 4.2, Borrower and

FIFTH RESTATED CREDIT AGREEMENT PAGE 48
55
Required Banks may each request one redetermination of the Total Borrowing Base
during each six month period commencing on May 1 and November 1 of each year
and further, Required Banks may within five (5) days following receipt of a
Bank Redemption Notice, request an additional redetermination of the Total
Borrowing Base in connection with such redemption. In the event the Required
Banks request such a Special Determination, the Agent shall promptly deliver
notice of such request to Borrower and Borrower shall, within ten (10) days
following the date of such request, deliver to the Banks (i) a Related Asset
Report and a Reserve Report prepared as of the last day of the calendar month
preceding the date of such request, and (ii) a Borrowing Base Report. In the
event Borrower requests a Special Determination, Borrower shall deliver written
notice of such request to the Banks which shall include (i) a Related Asset
Report and a Reserve Report prepared as of a date not more than thirty (30)
days prior to the date of such request, (ii) a Borrowing Base Report, and (iii)
the amount of the Total Borrowing Base requested by Borrower to become
effective on the Determination Date applicable to such Special Determination
and the proposed allocation of such Total Borrowing Base to be made between
Facility A and Facility B in accordance with Section 4.4. Upon receipt of such
Reserve Report, Related Asset Report and Borrowing Base Report the Banks shall
redetermine the Total Borrowing Base in accordance with the procedure set forth
in Section 4.2 which Total Borrowing Base shall become effective on the
Determination Date applicable to such Special Determination and shall remain in
effect until the next Determination.

SECTION 4.4. Allocation of Borrowing Base. Promptly upon being
advised by Agent of the Total Borrowing Base to be effective on any
Determination Date, Borrower shall advise Agent and the Banks of the amount of
such Total Borrowing Base to be allocated to Facility A and the amount to be
allocated to Facility B; provided, that the Facility A Borrowing Base shall
never be less than the Facility B Borrowing Base. The amount of the Total
Borrowing Base allocated to Facility A shall be the Facility A Borrowing Base
for purposes of this Agreement, and such amount shall remain the Facility A
Borrowing Base until the next Determination Date. The amount of the Total
Borrowing Base allocated to Facility B shall be the Facility B Borrowing Base
for purposes of this Agreement, and such amount shall remain the Facility B
Borrowing Base until the next Determination Date.

SECTION 4.5. Over Advance. If on any Determination Date, Borrower's
Adjusted Consolidated Senior Debt then outstanding is greater than the Facility
A Borrowing Base which becomes effective on such Determination Date or the
principal balance of all Facility B Loans then outstanding is greater than the
Facility B Borrowing Base which becomes effective on such Determination Date
(the amount by which Borrower's Adjusted Consolidated Senior Debt then
outstanding exceeds such Facility A Borrowing Base is referred to herein as the
"Facility A Over Advance" and the amount by which the outstanding principal
balance of all Facility B Loans exceeds the Facility B Borrowing Base is
referred to herein or the "Facility B Over Advance"), then on or before the
expiration of the Over Advance Cure Period applicable to each such Over
Advance, Borrower shall make principal payments (in addition to any principal
payments required as a result of any pre-

FIFTH RESTATED CREDIT AGREEMENT PAGE 49
56
existing Over Advance) (a) on the outstanding Facility A Loans in an aggregate
amount equal to such Facility A Over Advance, and (b) on the outstanding
Facility B Loans in aggregate amount equal to such Facility B Over Advance.
Each Bank's share of any payment of the Facility A Over Advance shall be
determined based on such Bank's Facility A Sharing Percentage. Each Bank's
share of any payment of the Facility B Over Advance shall be determined based
on such Bank's Facility B Sharing Percentage.

SECTION 4.6. Initial Borrowing Base. Notwithstanding anything to the
contrary contained herein, the Facility A Borrowing Base in effect during the
period commencing on the Effective Date and continuing until the first
Determination after the Effective Date shall be $100,000,000, and the Facility
B Borrowing Base in effect during such period shall also be $100,000,000.

ARTICLE V

COLLATERAL

SECTION 5.1. Security. (a) The Obligations shall be unsecured with
the exception that the Obligations (i) shall be secured by first and prior
Liens (subject only to Permitted Encumbrances) covering (A) all oil and gas
properties and Related Assets owned by DJ Partners, L.P., (B) all Intercompany
Obligations, (C) all stock and other outstanding equity interests of all
Restricted Subsidiaries, (D) the Intercompany Loan, (E) all rights of Borrower
under the Management Agreement, and (F) all rights of SWAT attributable to its
interest in DJ Partners, L.P.; provided, that, if no Default or Event of
Default then exists, Agent shall release (and each Bank hereby authorizes Agent
to release) each Mortgage encumbering oil and gas properties and Related Assets
owned by DJ Partners, L.P., at such time as (1) a. Borrower and Restricted
Subsidiaries own one hundred percent (100%) of the outstanding partnership
interests in DJ Partners, L.P., b. DJ Partners, L.P. has been designated a
Restricted Subsidiary, and c. DJ Partners, L.P. has executed a Restricted
Subsidiary Guaranty as contemplated by Section 5.2, or (2) the oil and gas
properties and Related Assets owned by DJ Partners, L.P. have been conveyed
beneficially and of record to Borrower or a Restricted Subsidiary, and (ii) the
Obligations may become secured by the additional collateral referenced in
Section 5.1(b) at the time and to the extent contemplated by Section 5.1(b).

(b) Majority Banks may, by written notice to Borrower delivered not
more than thirty (30) days following receipt by Banks of the notice from
Borrower contemplated by Section 9.1 that Borrower intends to exchange the
Preferred Stock for Convertible Debentures, require that Borrower and the
Restricted Subsidiaries grant Agent, for the ratable benefit of each Bank,
first and prior Liens (subject only to Permitted Encumbrances) on all (i) oil
and gas properties owned by Borrower and Restricted Subsidiaries designated by
Required Banks which have a Recognized Value (as reflected on the most recent
Reserve Report delivered to Banks) of $100,000 or more (or $50,000 or more in
the case of SWAT), and (ii) all Related Assets owned by Borrower and the
Restricted Subsidiaries designated by

FIFTH RESTATED CREDIT AGREEMENT PAGE 50
57
Required Banks which the most Related Asset Report reflects has a value of
$100,000 or more. As soon as possible following notification to Borrower of
Majority Banks' intent to require such Liens, Borrower shall, and shall cause
each Restricted Subsidiary to, execute and deliver to Agent for the ratable
benefit of each Bank, Mortgages in form and substance acceptable to Agent
granting first and prior Liens on the oil and gas properties and Related Assets
which have been designated by Majority Banks.

(c) Notwithstanding that, by the terms of any Mortgage or other
security instrument securing repayment of the Obligations, Borrower is and will
be assigning to the Agent for the ratable benefit of the Banks the "proceeds of
runs" accruing to the property covered and to be covered by such instruments,
so long as no Event of Default has occurred which is continuing, Borrower shall
be permitted to continue to receive from the purchasers of production all of
such "proceeds of runs" and the Agent shall not request payment of such
"proceeds of runs"; provided, however, that upon the occurrence and during the
continuation of an Event of Default, the Agent, at the request of the Required
Banks, may exercise all rights and remedies granted to it thereby, including,
without limitation, the right to receive directly from the purchasers of
production, such "proceeds of runs".

SECTION 5.2. Guaranty by Restricted Subsidiaries. Payment and
performance of the Obligations will be fully guaranteed by each Restricted
Subsidiary pursuant to a Guarantee executed by such Restricted Subsidiary in
form and substance acceptable to Required Banks.

SECTION 5.3. Legal Opinions; Corporate Matters. The Agent shall be
permitted, at Borrower's expense, to obtain opinions of counsel in each
jurisdiction in which the oil and gas properties and Related Assets which are
required to be mortgaged pursuant to this Agreement are located, with respect
to the validity, enforceability and actions necessary to perfect the liens and
security interests created by the Mortgages covering such oil and gas
properties and as to such other matters as the Banks shall deem necessary with
respect to such Mortgages. Furthermore, simultaneously with the execution and
delivery of any Mortgages required by Section 5.1, Borrower shall also deliver
to the Agent (i) such resolutions, certificates and documents as the Agent or
any Bank shall reasonably request relating to the existence of Borrower and its
Subsidiaries, the corporate authority for the execution, delivery and
performance of such Mortgages and such other matters relevant thereto as the
Agent or any Bank may request, and (ii) an opinion of counsel satisfactory to
the Agent with respect to the matters referred to in subsection (i) preceding.

ARTICLE VI

CONDITIONS TO BORROWINGS

SECTION 6.1. Conditions to Restatement of Existing Credit Agreement.
The restatement of the Existing Credit Agreement on the terms set forth herein
is subject to the

FIFTH RESTATED CREDIT AGREEMENT PAGE 51
58
satisfaction by Borrower, on or before the Effective Date, of each of the
following conditions:

(a) receipt by the Agent for the account of each Bank of
a Committed Facility A Note and a Competitive Bid Facility A Note payable to
the order of such Bank in the amount of such Bank's Facility A Commitment, duly
executed by Borrower, dated the Effective Date;

(b) receipt by the Agent for the account of each Bank of
a Committed Facility B Note and a Competitive Bid Facility B Note payable to
the order of such Bank in the amount of such Bank's Facility B Commitment, duly
executed by Borrower, dated the Effective Date;

(c) receipt by the Agent of an opinion of Peter Lorenzen,
Esq., general counsel for Borrower, dated the Effective Date, favorably opining
as to the enforceability of each of the Loan Papers and otherwise in form and
substance satisfactory to the Agent and the Banks;

(d) receipt by the Agent of an opinion of Gardere &
Wynne, L.L.P., special counsel to the Agent, dated the Effective Date, in form
and substance satisfactory to the Agent;

(e) receipt by the Agent of a certificate signed by an
Authorized Officer stating that (i) the representations and warranties
contained in this Agreement are true and correct in all respects, and (ii) no
Default has occurred and none is in existence.

(f) receipt by the Agent of certain resolutions,
certificates and other documents relating to the existence of Borrower and its
respective Subsidiaries, the corporate authority for the execution, delivery
and performance of this Agreement, the Notes and the other Loan Papers, and
certain other matters relevant hereto, in form and substance satisfactory to
the Agent, which resolutions, certificates and documents include resolutions of
the directors of Borrower and each Restricted Subsidiary authorizing the
execution, delivery and performance of the Loan Papers and certificates of
incumbency for Borrower and each Restricted Subsidiary;

(g) receipt by the Agent of the Certificate of Ownership
Interests (herein so called) for Borrower substantially in the form of Exhibit
E, duly executed and delivered by an Authorized Officer;

(h) receipt by the Agent of amendments, duly executed by
Borrower and the Restrictive Subsidiaries party thereto, in form and substance
satisfactory to the Agent to each of the following security documents:

FIFTH RESTATED CREDIT AGREEMENT PAGE 52
59
(i) Amended and Restated Security Agreement dated
July 1, 1993 by and among Borrower, each
Restricted Subsidiary and the Agent;

(ii) Amended and Restated Collateral Assignment of
Partnership Proceeds dated July 1, 1993
executed by SOCO Wattenberg Corporation in
favor of the Agent;

(iii) Amended and Restated Collateral Assignment of
Contract Rights dated as of July 1, 1993
executed by Borrower in favor of the Agent;

(iv) Amended and Restated Collateral Assignment of
Note and Loans Documents dated as of July 1,
1993 executed by Borrower in favor of Agent;

(v) Amended and Restated Collateral Assignment of
Partnership Interests dated as of July 1,
1993 executed by Borrower in favor of the
Agent;

(vi) Amended and Restated Pledge Agreement dated
July 1, 1993 by and between Borrower and
Agent;

(vii) Amended and Restated Pledge Agreement dated
July 1, 1993 by and between SOCO Holdings,
Inc. and the Agent;

(i) receipt by the Agent of a Ratification and Amendment of
the Restricted Subsidiary Guarantees duly executed by the Restricted
Subsidiaries; and

FIFTH RESTATED CREDIT AGREEMENT PAGE 53
60
(j) the Assignment referenced in the recitals to this
Agreement shall have been duly executed and delivered by each Bank and the
transactions contemplated thereby shall have been completed in accordance with
the terms thereto.

Upon satisfaction of each of the conditions set forth in this Section 6.1,
Borrower and Agent shall execute a Certificate of Effectiveness (herein so
called) substantially in the form of Exhibit A attached hereto. Upon the
execution and delivery of the Certificate of Effectiveness, this Agreement
shall automatically and completely be restated on the terms set forth herein
without the necessity of any other action on the part of the Banks, the Agent
or the Borrower. Until execution and delivery of the Certificate of
Effectiveness, the Existing Credit Agreement shall remain in full force and
effect in accordance with its terms. Each Bank hereby authorizes the Agent to
execute the Certificate of Effectiveness on its behalf and acknowledges and
agrees that the execution of the Certificate of Effectiveness by the Agent
shall be binding on each Bank.

SECTION 6.2.Conditions to Each Borrowing and Each Letter of Credit.
The obligation of each Bank to make Loans on each Borrowing Date and the
obligation of any Issuer to issue Letters of Credit on the date any Letter of
Credit is to be issued is subject to the further satisfaction of the following
conditions:

6.2.1 Conditions Precedent to Each Facility A Committed
Borrowing and Letter of Credit. The obligation of
each Bank to make Committed Facility A Loans and the
obligation of any Issuer to issue any Letter of
Credit hereunder is subject to the satisfaction of
the following conditions precedent:

(a) timely receipt by the Agent of a Request for
Committed Loan(s);

(b) immediately before and after giving effect to
such Committed Borrowing or issuance of such Letter
of Credit, no Default shall have occurred and be
continuing and neither the making of any Facility A
Loan in connection with such Committed Borrowing nor
the issuance of such Letter of Credit shall not cause
a Default;

(c) the representations and warranties of Borrower
contained in this Agreement shall be true and correct
on and as of the date of such Borrowing or the
issuance of such Letter of Credit;

(d) following the making of such Committed Borrowing
or the issuance of such Letter of Credit(s) and all
other Borrowings to be made and/or Letters of Credit
to be issued on the same day under this Agreement,
(i) Borrower's Adjusted Consolidated Senior Debt
shall not exceed the Facility A Borrowing Base, and
(ii) Borrower's Consolidated Senior Debt shall not
exceed the Total Borrowing Base.

FIFTH RESTATED CREDIT AGREEMENT PAGE 54
61
(e) following the issuance of any Letter of Credit,
the sum of the aggregate Third Party Letter Exposure,
plusthe aggregate Letter of Credit Exposure shall not
exceed 15% of the Facility A Borrowing Base.

Each Committed Borrowing hereunder shall constitute a representation
and warranty by Borrower that on the date of such Committed Borrowing the
statements contained in subclauses (b), (c), (d) and (e) above are true.

6.2.2 Conditions Precedent to Each Committed Borrowing
comprised of Facility B Loans. The obligation of each
Bank to make Committed Facility B Loans hereunder is
subject to the satisfaction of the following
conditions precedent:

(a) timely receipt by the Agent of a Request for
Committed Loan(s);

(b) immediately before and after giving effect to
such Committed Borrowing, no Default shall have
occurred and be continuing and the making of any
Facility B Loan in connection with such Committed
Borrowing shall not cause a Default;

(c) the representations and warranties of Borrower
contained in this Agreement shall be true and correct
on and as of the date of such Borrowing; and

(d) following the making of such Committed Borrowing
comprised of Facility B Loans and all other
Borrowings comprised of Facility B Loans to be made
on the same day under this Agreement, (i) the
aggregate outstanding principal amount of all
Facility B Loans shall not exceed the Facility B
Borrowing Base, (ii) Borrower's Consolidated Senior
Debt shall not exceed the Total Borrowing Base, and
(iii) Borrower's Adjusted Consolidated Senior Debt
shall not exceed the Facility A Borrowing Base.

6.2.3 Conditions Precedent to Each Competitive Bid
Borrowing Comprised of Facility A Loans. The
obligation of each Bank which is to make a
Competitive Bid Facility A Loan on the occasion of a
Competitive Bid Borrowing hereunder to make such
Competitive Bid Facility A Loan as part of such
Competitive Bid Borrowing is subject to the
satisfaction of the following conditions precedent:

FIFTH RESTATED CREDIT AGREEMENT PAGE 55
62
(a) timely receipt by the Agent of a Competitive
Bid Request;

(b) immediately before and after giving effect to
such Competitive Bid Borrowing, no Default shall have
occurred and be continuing and the making of any
Competitive Bid Facility A Loan in connection with
such Competitive Bid Borrowing shall not cause a
Default;

(c) the representations and warranties of Borrower
contained in this Agreement shall be true and correct
on and as of the date of such Competitive Bid
Borrowing; and

(d) following the making of such Competitive Bid
Borrowing and all other Borrowings to be made and/or
Letters of Credit to be issued on the same day under
this Agreement, (i) Borrower's Adjusted Consolidated
Senior Debt shall not exceed the Facility A Borrowing
Base and (ii) Borrower's Consolidated Senior Debt
shall not exceed the Total Borrowing Base.

Each of the giving of the applicable Competitive Bid Request and the
acceptance by Borrower of the proceeds of such Competitive Bid Borrowing shall
constitute a representation and warranty by Borrower that on the date of such
Competitive Bid Borrowing the statements contained in subclauses (b), (c) and
(d) above are true.

6.2.4 Conditions Precedent to Each Competitive Bid
Borrowing Comprised of Facility B Loans. The
obligation of each Bank which is to make a
Competitive Bid Facility B Loan on the occasion of a
Competitive Bid Borrowing hereunder to make such
Competitive Bid Facility B Loan as part of such
Competitive Bid Borrowing is subject to the
satisfaction of the following conditions precedent:

(a) timely receipt by the Agent of a Competitive Bid
Request;

(b) immediately before and after giving effect to
such Competitive Bid Borrowing, no Default shall have
occurred and be continuing and the making of any
Competitive Bid Facility B Loan in connection with
such Competitive Bid Borrowing shall not cause a
Default;

(c) the representations and warranties of Borrower
contained in this Agreement shall be true and correct
on and as of the date of such Competitive Bid
Borrowing; and

(d) following the making of such Competitive Bid
Borrowing and all other Borrowings to be made and/or
Letters of Credit to be issued on the same day under
this Agreement, (i) Borrower's Adjusted

FIFTH RESTATED CREDIT AGREEMENT PAGE 56
63
Consolidated Senior Debt shall not exceed the
Facility A Borrowing Base, (ii) Borrower's
Consolidated Senior Debt shall not exceed the Total
Borrowing Base, and (iii) the Facility B Outstandings
shall not exceed the Facility B Borrowing Base.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

SECTION 7.1. Corporate Existence and Power. Borrower (a) is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware, (b) has all corporate power and all material
governmental licenses, authorizations, consents and approvals required to carry
on its businesses as now conducted and as proposed to be conducted, and (c) is
duly qualified to transact business as foreign corporation in each jurisdiction
where a failure to be so qualified could have a material adverse effect on its
financial condition or operations.

SECTION 7.2. Existence and Power (Subsidiaries). The Subsidiaries of
Borrower (a) are corporations or partnerships duly incorporated or organized
(as applicable) validly existing and in good standing under the laws of their
respective states of incorporation or organization (as applicable), (b) have
all corporate or partnership power (as applicable) and all material
governmental licenses, authorizations, consents and approvals required to carry
on their respective businesses as now conducted and as proposed to be
conducted, and (c) are duly qualified to transact business as foreign
corporations or foreign partnerships (as applicable) in each jurisdiction where
a failure to be so qualified could have a material adverse effect on their
respective financial conditions or operations.

SECTION 7.3. Corporate, Partnership and Governmental Authorization;
Contravention. The execution, delivery and performance of this Agreement, the
Notes, the Restricted Subsidiary Guarantees, the Mortgages and the other Loan
Papers (and all amendments to the foregoing contemplated hereby) by each Person
purporting to execute the same are within such Person's corporate or
partnership powers (as applicable), when executed will be duly authorized by
all necessary corporate or partnership action (as applicable), require no
action by or in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any provision of
applicable law or regulations (including, without limitation, the Margin
Regulations) or of the partnership agreement, certificate of incorporation or
bylaws (as applicable) of such

FIFTH RESTATED CREDIT AGREEMENT PAGE 57
64
Persons or of any agreement, judgment, injunction, order, decree or other
instrument binding upon such Person or result in the creation or imposition of
any Lien on any asset of Borrower or any of its Subsidiaries except Liens
securing the Notes.

SECTION 7.4. Binding Effect. This Agreement constitutes a valid and
binding agreement of Borrower; the Notes, the Restricted Subsidiary Guarantees,
the Mortgages, and the other Loan Papers (and all amendments to the foregoing
contemplated hereby) when executed and delivered in accordance with this
Agreement, will constitute valid and binding obligations of Borrower and each
Restricted Subsidiary executing the same; and each Loan Paper is enforceable in
accordance with its terms except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency or similar laws affecting creditors rights
generally, and (b) the availability of equitable remedies may be limited by
equitable principles of general applicability.

SECTION 7.5. Financial Information. (a) The consolidated balance
sheet of Borrower as of December 31, 1993, and the related consolidated
statements of operations and cash flows for the fiscal year then ended,
reported on by Arthur Anderson & Co. and copies of which have been delivered
to each of the Banks, fairly present, in conformity with generally accepted
accounting principles, the consolidated financial position of Borrower as of
such date and its consolidated results of operations and cash flows for such
fiscal year.

(b) The most recent quarterly unaudited consolidated
balance sheet of Borrower delivered to Banks, and the related unaudited
consolidated statements of operations and cash flows for the portion of
Borrower's fiscal year then ended, fairly present, in conformity with generally
accepted accounting principles (subject to year end audit adjustments which
will not materially alter the accuracy of the information set forth therein)
applied on a basis consistent with the financial statements referred to in
Section 7.5(a), the consolidated financial position of Borrower as of such date
and its consolidated results of operations and cash flows for such portion of
Borrower's fiscal year.

(c) Except as disclosed in writing to the Banks prior to
the execution and delivery of this Agreement, since the date of the most recent
quarterly consolidated balance sheet and consolidated statements of operations
and cash flow, there has been no material adverse change in the business,
financial position, results of operations or prospects of Borrower or any of
its Subsidiaries.

SECTION 7.6. Litigation. Except for matters arising after the date of
this Agreement which are promptly disclosed in writing to the Banks, there is
no action, suit or proceeding pending against, or to the knowledge of Borrower,
threatened against or affecting Borrower or any of its Subsidiaries before any
court or arbitrator, any governmental body, agency or official in which there
is a reasonable possibility of an adverse decision which could materially
adversely affect the business, consolidated financial position or consolidated
results of operations of Borrower or which could in any manner draw into
question the validity of the Loan Papers.

FIFTH RESTATED CREDIT AGREEMENT PAGE 58
65
SECTION 7.7. ERISA. With the exception of the Delmar Plan (to the
extent Borrower completes the Delmar Acquisition), neither Borrower nor any of
its Subsidiaries is a party to or bound by, or at any time prior to the date
hereof, has been a party to, or bound by, any Plan.

SECTION 7.8. Taxes and Filing of Tax Returns. Each of Borrower, its
predecessors and their respective Subsidiaries has filed all material tax
returns required to have been filed and has paid all Taxes shown to be due and
payable on such returns, including interest and penalties, and all other Taxes
which are payable by such party, to the extent the same have become due and
payable other than Taxes with respect to which a failure to pay would not have
a material adverse effect on Borrower or its Subsidiaries. Borrower does not
know of any proposed material Tax assessment against it or any of its
Subsidiaries, and all Tax liabilities of each of Borrower, its predecessors and
their respective Subsidiaries are adequately provided for. Except as
hereinafter disclosed in writing to Banks, no income tax liability of Borrower,
any of its predecessors or any of their respective Subsidiaries has been
asserted by the Internal Revenue Service for Taxes in excess of those already
paid.

SECTION 7.9. Title to Properties; Liens. Borrower and each of its
Subsidiaries have good and indefeasible title to all material assets purported
to be owned by them subject only to Permitted Encumbrances. Without limiting
the foregoing, with the exception of oil and gas properties and Related Assets
which are clearly identified as being owned by Persons other than Borrower and
the Restricted Subsidiaries or which have been disposed of in compliance with
Section 9.5 of the Existing Credit Agreement, Borrower and the Restricted
Subsidiaries have good and indefeasible title to all material oil and gas
properties and all material Related Assets which are the subject of the most
recent Reserve Report and Related Asset Report provided to the Banks pursuant
to the Existing Credit Agreement (except for Permitted Encumbrances). The
Mortgages required by Section 5.1 hereof establish first and prior Liens on the
properties and interests intended to be covered thereby subject only to
Permitted Encumbrances.

SECTION 7.10. Business; Compliance. Borrower and each of its
Subsidiaries have performed and abided by all obligations required to be
performed by them to the extent Borrower individually or Borrower and its
Subsidiaries taken as a whole could be materially and adversely affected under
any license, permit, order, authorization, grant, contract, agreement, or
regulation to which any of them is a party or by which any of them or any of
their assets are bound; provided that to the extent oil and gas properties
owned by Borrower or its Subsidiaries are operated by operators other than
Borrower or its Subsidiaries, Borrower has no knowledge that any such
obligation remains unperformed and the appropriate Person has diligently
enforced all contractual obligations of such operators to insure performance.

SECTION 7.11. Licenses, Permits, Etc. Borrower and its Subsidiaries
possess such valid franchises, certificates of convenience and necessity,
operating rights, licenses, permits, consents, authorizations, exemptions and
orders of tribunals, as are necessary to carry on

FIFTH RESTATED CREDIT AGREEMENT PAGE 59
66
their business as now being conducted except to the extent a failure to obtain
any such item would not have a material adverse effect on Borrower individually
or on Borrower and its Subsidiaries taken as a whole; provided that to the
extent oil and gas properties owned by Borrower and its Subsidiaries are
operated by operators other than Borrower or its Subsidiaries, Borrower has no
knowledge that possession of such items has not been obtained, and the
appropriate Person has diligently enforced all contractual obligations of such
operators to obtain such items.

SECTION 7.12. Compliance with Law. The business and operations of
Borrower and its Subsidiaries have been and are being conducted in accordance
with all applicable laws, rules and regulations of all tribunals, other than
laws, rules and regulations the violation of which could not (either
individually or collectively) have a material adverse effect on Borrower's
individual financial condition or operations or on the financial condition or
operations of Borrower and its Subsidiaries taken as a whole; provided that to
the extent oil and gas properties owned by Borrower and its Subsidiaries are
operated by operators other than Borrower or its Subsidiaries, Borrower has no
knowledge of non-compliance and the Appropriate Person has diligently enforced
all contractual obligations of such operators to insure compliance.

SECTION 7.13. Ownership Interests. The Reserve Reports and Related
Asset Reports previously provided to Banks pursuant to the Existing Credit
Agreement accurately reflect, and all Reserve Reports and Related Asset Reports
hereafter delivered pursuant to this Agreement will reflect, in all material
respects, the ownership interests in the oil and gas properties and Related
Assets referred to therein (including all before and after payout
calculations).

SECTION 7.14. Full Disclosure. All information heretofore furnished
by Borrower (or any other party in its behalf) to the Agent or any Bank for
purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all such information hereafter furnished by
Borrower or in its behalf to the Agent or any Bank will be, true, complete and
accurate in every material respect or based on reasonable estimates on the date
as of which such information is stated or certified. Borrower has disclosed to
the Banks in writing any and all facts (other than facts of general public
knowledge) which might reasonably be expected to materially and adversely
affect or might affect (to the extent Borrower can now reasonably foresee), the
business, operations, prospects or condition, financial or otherwise, of
Borrower or its Subsidiaries or the ability of Borrower to perform its
obligations under this Agreement.

SECTION 7.15. Subsidiaries. The Subsidiaries of Borrower are
accurately reflected on Schedule 1 hereto.

SECTION 7.16. Obligations of Unrestricted Subsidiaries. Except as
expressly permitted by Sections 9.2 and 9.12, neither Borrower nor any
Restricted Subsidiary has any obligation of any nature to any Unrestricted
Subsidiary. Further, except as permitted by

FIFTH RESTATED CREDIT AGREEMENT PAGE 60
67
Sections 9.2 and 9.12, neither Borrower nor any Restricted Subsidiary has any
liability or obligation (whether arising by operation of law or otherwise) for
any liability, Debt or other obligation of any Unrestricted Subsidiary.

SECTION 7.17. Environmental Matters. No real or personal property
owned or leased by Borrower or any Subsidiary of Borrower (including without
limitation, Borrower's and its Subsidiaries oil and gas properties and Related
Assets) and no operations conducted thereon, and to Borrower's knowledge, no
operations of any prior owner, lessee or operator of any such properties, is or
has been in violation of any Applicable Environmental Law other than violations
which individually and in the aggregate will not have a material adverse effect
on Borrower and its Subsidiaries taken as a whole. Neither Borrower, and
Subsidiary of Borrower nor any such property or operation is the subject of any
existing, pending or, to Borrower's knowledge, threatened action, suit,
investigation, inquiry or preceding with respect to Applicable Environmental
Laws which could, individually or in the aggregate, have a material adverse
effect on Borrower and its Subsidiaries taken as a whole. All notices,
permits, licenses, and similar authorizations, if any, required to be obtained
or filed in connection with the ownership or operation of any and all real and
personal property owned, leased or operated by Borrower or any of its
Subsidiaries, including, without limitation, notices, licenses, permits and
authorizations required in connection with any past or present treatment,
storage, disposal, or release of hazardous substances, petroleums, or solid
waste into the environment, have been duly obtained or filed except to the
extent the failure to obtain or file such notices, licenses, permits and
authorizations would not have a material adverse effect on Borrower and its
Subsidiaries taken as a whole. To Borrower's knowledge, all hazardous
substances, if any, generated at any and all real and personal property owned,
leased or operated by Borrower or any of its Subsidiaries have been
transported, treated, and disposed of only by carriers maintaining valid
permits under RCRA and any other Applicable Environmental Laws. There has been
no release or threatened release of any quantity of any hazardous substances or
petroleum on, to or from any real or personal property owned, leased, or
operated by Borrower or any Subsidiary which was not in compliance with
Applicable Environmental Laws other than releases which would not, individually
or in the aggregate, have a material adverse effect on Borrower and its
Subsidiaries taken as a whole. Neither Borrower nor any Subsidiary has any
contingent liability in connection with any release or threatened release of
any hazardous substance, petroleum, or solid waste into the environment which
could have a material adverse effect on Borrower and its Subsidiaries taken as
a whole.

ARTICLE VIII

AFFIRMATIVE COVENANTS

Borrower agrees that, so long as any Bank has any commitment to lend
or participate in Letter of Credit Exposure hereunder or any amount payable
under any Note remains unpaid or any Letter of Credit remains outstanding:

FIFTH RESTATED CREDIT AGREEMENT PAGE 61
68
SECTION 8.1. Information. Borrower will deliver, or cause to be
delivered, to each of the Banks:

(a) as soon as available and in any event within ninety
(90) days after the end of each fiscal year of Borrower, consolidated and
consolidating balance sheets of Borrower as of the end of such fiscal year and
the related consolidated and consolidating statements of income and changes in
financial position for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported by
Borrower in accordance with generally accepted accounting principles and
audited by Arthur Anderson & Co. or other independent public accountants of
nationally recognized standing acceptable to the Agent;

(b) (i) as soon as available and in any event within
forty-five (45) days after the end of each of the first three (3) quarters of
each fiscal year of Borrower, consolidated and consolidating balance sheets of
Borrower as of the end of such quarter and the related consolidated and
consolidating statements of income and changes in financial position for such
quarter and for the portion of Borrower's fiscal year ended at the end of such
quarter, setting forth in each case in comparative form the figures for the
corresponding quarter and the corresponding portion of Borrower's previous
fiscal year, and (ii) as soon as available, and in any event, within forty-five
(45) days after the end of each quarter of each fiscal year of DJ Partners,
L.P., balance sheets of DJ Partners, L.P. as of the end of such quarter and
related statements of income and changes in financial position for such quarter
and for the portion of DJ Partners, L.P.'s fiscal year ending at the end of
such quarter, setting forth in each case in comparative form the figures for
the corresponding quarter with the corresponding portion of DJ Partners, L.P.'s
previous fiscal year; provided, that so long as no Default or Event of Default
has occurred, Borrower will not be required to deliver any financial statement
or other financial information regarding DJ Partners, L.P. which is not
required to be delivered to State Street Bank and Trust Company pursuant to the
Partnership Agreement. All financial statements delivered pursuant to this
Section 8.1(b) shall be certified as to fairness of presentation, generally
accepted accounting principles and consistency by the chief financial officer
of the chief accounting officer of Borrower;

(c) simultaneously with the delivery of each set of
financial statements referred to in Sections 8.1(a) and (b), a certificate of
an Authorized Officer, (i) setting forth in reasonable detail the calculations
required to establish whether Borrower was in compliance with the requirements
of Article X on the date of such financial statements, (ii) stating whether
there exists on the date of such certificate any Default and, if any Default
then exists, setting forth the details thereof and the action which Borrower is
taking or proposes to take with respect thereto and (iii) stating whether or
not such financial statements fairly reflect the business and financial
condition of Borrower as of the date of the delivery of such financial
statements;

(d) no later than March 15, and September 15 of each
year, Borrower shall provide the Agent reports of production volumes, revenue,
expenses and product prices for

FIFTH RESTATED CREDIT AGREEMENT PAGE 62
69
all oil and gas properties owned by Borrower, its Restricted Subsidiaries and
DJ Partners, L.P. with a Recognized Value of $100,000 or more (or $50,000 or
more in the case of SWAT or DJ Partners, L.P.) (determined on a pretax bases in
accordance with Financial Accounting Standards Board Statement 69) for the
periods of six (6) months ending the preceding December 31, and June 30,
respectively. Such reports shall be prepared on a cash basis and shall be
reported on a well by well, lease by lease or field by field basis or on such
other basis for which such properties are normally reported in Borrower's
ordinary course of business.

(e) immediately upon any Authorized Officer becoming
aware of the occurrence of any Default, including, without limitation, a
Default under Article X, a certificate of an Authorized Officer setting forth
the details thereof and the action which Borrower is taking or proposes to take
with respect thereto;

(f) promptly upon the mailing thereof to the stockholders
of Borrower generally, copies of all financial statements, reports and proxy
statements so mailed;

(g) promptly upon the filing thereof, copies of all final
registration statements (other than the exhibits thereto and any registration
statements on Form S-8 or its equivalent), post effective amendments thereto
and annual, quarterly or special reports which Borrower shall have filed with
the Securities and Exchange Commission;

(h) promptly notify the Banks (i) of any material
adverse change in the financial condition of Borrower, or (ii) of the
occurrence of any acceleration of the maturity of any Debt owing by Borrower or
any of its Subsidiaries or any default under any indenture, mortgage,
agreement, contract or other instrument to which any of them is a party or by
which any of them or any of their properties is bound, if such default or
acceleration might have a material adverse effect upon their financial
condition;

(i) on or before sixty (60) days following the
expiration of each month, reports of net production volume, prices received,
severance taxes and capital and operating expenditures and a calculation of net
operating income for each oil and gas property owned by Borrower, its
Restricted Subsidiaries and DJ Partners, L.P. Such reports shall be prepared on
a well by well, lease by lease or field by field basis or on such other basis
for which such properties are normally reported in Borrower's ordinary course
of business. Furthermore, on or before sixty (60) days following the
expiration of each month, Borrower shall provide to each of the Banks (a) a
written comparison in form and substance acceptable to Required Banks of the
actual financial performance of DJ Partners, L.P. for each month to the Project
Model, and (b) a report of all Distributions during such month by DJ Partners,
L.P. to Borrower and SWAT, including all payments made under the Intercompany
Loan, all fees paid under the Management Agreement and all Distributions to
SWAT. Such report shall designate what portion of such payments, if any, are
principal payments on the Intercompany Loan which are subject to being
readvanced under such loan.

FIFTH RESTATED CREDIT AGREEMENT PAGE 63
70
(j) immediately upon receipt of the same, a copy of any
notice received by Borrower of the occurrence of any Event of Default under and
as defined in the Securities Purchase Agreement, the First Indenture, the
Second Indenture or the Third Indenture or any event which with notice, lapse
of time or both, would, unless cured or waived, become such an Event of
Default;

(k) promptly upon receipt of same, any notice or other
information received by Borrower or any Subsidiary of Borrower indicating any
potential, actual or alleged (i) non-compliance with or violation of the
requirements of any Applicable Environmental Law which could result in
liability to Borrower or any Subsidiary for fines, clean up or any other
remediation obligations or any other liability in excess of $250,000 in the
aggregate; (ii) release or threatened release of any toxic or hazardous waste,
substance, or constituent, or other substance into the environment which
release would impose on Borrower or any Subsidiary a duty to report to a
governmental authority or to pay cleanup costs or to take remedial action under
any Applicable Environmental Law which could result in liability to Borrower or
any Subsidiary for fines, clean up and other remediation obligations or any
other liability in excess of $250,000 in the aggregate; or (iii) the existence
of any Lien arising under any Applicable Environmental Law securing any
obligation to pay fines, clean up or other remediation costs or any other
liability in excess of $250,000 in the aggregate. Without limiting the
foregoing, Borrower shall provide to Banks promptly upon receipt of same copies
of all environmental consultants or engineers reports received by Borrower or
any Subsidiary of Borrower which would render the representation and warranty
contained in Section 7.17 untrue or inaccurate in any respect.

(l) In the event any notification is provided by
Borrower to any Bank or Agent pursuant to Section 8.1(k) hereof or Agent or any
Bank otherwise learns of any event or condition under which any such notice
would be required, then, upon request of Required Banks, Borrower shall, within
90 days of such request, cause to be furnished to each Bank a report by an
environmental consulting firm acceptable to Agent and Required Banks, stating
that a review of such event, condition or circumstance has been undertaken (the
scope of which shall be acceptable to Agent and Required Banks) and detailing
the findings, conclusions, and recommendations of such consultant. Borrower
shall bear all expenses and costs associated with such review and updates
thereof, as well as all remediation or curative action recommended by any such
environmental consultant.

(m) from time to time such additional information
regarding the financial position or business of Borrower and its Subsidiaries
as the Agent, at the request of any Bank, may reasonably request.

SECTION 8.2. Business of Borrower. The primary business of Borrower
and its Subsidiaries will continue to be the acquisition, exploration for,
development, production, transportation, processing and marketing of liquid or
gaseous hydrocarbons and accompanying elements and related businesses.

FIFTH RESTATED CREDIT AGREEMENT PAGE 64
71
SECTION 8.3. Maintenance of Existence. Borrower, shall, and shall
cause each Restricted Subsidiary to, at all times (a) maintain its corporate
existence in its state of incorporation except to the extent any Restricted
Subsidiary ceases to be in existence as a result of a merger or consolidation
expressly permitted pursuant to Section 9.4, and (b) maintain its good standing
and qualification to transact business in all jurisdictions where the failure
to maintain good standing or qualification to transact business could have a
material adverse effect on the financial condition or operations of Borrower
individually or Borrower and its Subsidiaries taken as a whole.

SECTION 8.4. Additional Title Data. (a) Borrower shall, upon the
reasonable request of the Required Banks, cause to be delivered to the Agent
such title opinions and other information in its possession, control or
direction regarding title to the oil and gas properties owned by Borrower, its
Restricted Subsidiaries and DJ Partners, L.P. and Related Assets and relative
priority of the Mortgages as are appropriate to determine the status thereof.

(b) At such time as Borrower and the Restricted Subsidiaries are
required to grant Mortgages on their oil and gas properties and Related Assets
under Section 5.1(b), Borrower shall, upon the request of the Required Banks,
deliver to the Agent title opinions and title insurance policies covering the
oil and gas properties and the Related Assets which are the subject of
Mortgages required pursuant to Section 5.1(b) and other information regarding
title to such oil and gas properties and Related Assets as they shall
reasonably request, all in form and substance and from such attorneys as are
acceptable to the Agent.

SECTION 8.5. Right of Inspection. Borrower will permit and will cause
each of its Subsidiaries to permit any officer, employee or agent of the Agent
or any of the Banks to visit and inspect any of the assets of Borrower and its
Subsidiaries, examine Borrower's and is Subsidiaries' books of record and
accounts, take copies and extracts therefrom, and discuss the affairs, finances
and accounts of Borrower and its Subsidiaries with Borrower's and its
Subsidiaries' officers, accountants and auditors, all at such reasonable times
and as often as the Agent or any of the Banks may desire, all at the expense of
Borrower. Banks covenant and agree to preserve the confidentiality of any
information with respect to which Borrower, or any of its Subsidiaries have an
obligation of confidentiality to a third party (to the extent such obligation
has been disclosed to Banks), except to the extent Banks are required to
disclose such information pursuant to any applicable law, rule or regulation of
any governmental body or pursuant to the order of any court of competent
jurisdiction.

SECTION 8.6. Maintenance of Insurance. Borrower will, and will cause
each of its Subsidiaries to (and will use its best efforts to cause all
operators of oil and gas properties owned by Borrower and its Subsidiaries and
Related Assets to) at all times maintain or cause to be maintained insurance
covering such risks as are customarily carried by businesses similarly situated
including, without limitation, the following: (a) workmen's compensation
insurance; (b) employer's liability insurance; (c) comprehensive general public
liability and property damage insurance in respect of all activities in which
Borrower or any

FIFTH RESTATED CREDIT AGREEMENT PAGE 65
72
of its Subsidiaries might incur personal liability for the death or injury of
an employee or third person, or damage to or destruction of another's property;
(d) insurance against loss or damage by fire, lightning, hail, tornado,
explosion and other similar risk; (e) reservoir damage insurance; and (f)
comprehensive automobile liability insurance.

SECTION 8.7. Maintenance of Security. When and to the extent required
by Section 5.1, Borrower will execute and deliver to the Agent for the ratable
benefit of the Banks all mortgages, deeds of trust, security agreements,
financing statements, assignments and such other documents and instruments
(including division and transfer orders), and supplements and amendments
thereto, and take such other actions as the Required Banks reasonably deem
necessary in order to create and maintain valid, enforceable and first priority
perfected Liens on all assets of Borrower required pursuant to Section 5.1.
Furthermore, upon any consolidation or merger of any Subsidiary of Borrower
permitted by Section 9.4, the Person which survives such merger or
consolidation shall also execute and deliver such mortgages, deeds of trust,
security agreements, financing statements and other documents as the Agent
deems necessary to continue in force any Mortgages executed prior to such
consolidation or merger pursuant to Section 5.1 by the parties subject to such
consolidation or merger.

SECTION 8.8. Payment of Taxes and Claims. Borrower will, and will
cause each of its Subsidiaries to, pay (a) all Taxes imposed upon it or any of
its assets or with respect to any of its franchises, business, income or
profits before any material penalty or interest accrues thereon and (b) all
material claims (including, without limitation, claims for labor, services,
materials and supplies) for sums which have become due and payable and which by
law have or might become a Lien (other than a Permitted Encumbrance) on any of
its assets; provided, however, no payment of Taxes or claims shall be required
if (i) the amount, applicability or validity thereof is currently being
contested in good faith by appropriate action promptly initiated and diligently
conducted in accordance with good business practices and no material part of
the property or assets of Borrower or any of its Subsidiaries are subject to
levy or execution, (ii) Borrower as and to the extent required in accordance
with generally accepted accounting principles, shall have set aside on its
books reserves (segregated to the extent required by generally accepted
accounting practices) deemed by it to be adequate with respect thereto, and
(iii) Borrower has notified the Agent of such circumstances, in detail
satisfactory to the Agent.

SECTION 8.9. Compliance with Laws and Documents. Borrower will and
will cause each of its Subsidiaries to comply with all laws, their respective
certificates of incorporation, bylaws, partnership agreements and similar
organizational documents and all Material Agreements to which Borrower or any
of its subsidiaries are a part, if a violation, alone or when combined with all
other such violations, could have a material adverse effect on the financial
condition or operations of Borrower individually or Borrower and its
Subsidiaries taken as a whole.

FIFTH RESTATED CREDIT AGREEMENT PAGE 66
73
SECTION 8.10. Operation of Properties and Equipment. (a) Borrower
will, and will cause each of its Subsidiaries to, maintain, develop and operate
their respective oil and gas properties and Related Assets in a good and
workmanlike manner, and observe and comply with all of the terms and
provisions, express or implied, of all oil and gas leases relating to such
properties so long as such oil and gas leases are capable of producing
hydrocarbons and accompanying elements in paying quantities, to the extent that
the failure to so observe and comply could have a material adverse effect on
the financial condition or operations of Borrower individually or Borrower and
its Subsidiaries taken as a whole.

(b) Borrower will, and will cause each of its
Subsidiaries to, comply in all respects with all contracts and agreements
applicable to or relating to their respective oil and gas properties or the
production and sale of hydrocarbons and accompanying elements therefrom, except
to the extent a failure to so comply could not have a material adverse effect
on the financial condition or operations of Borrower individually or Borrower
and its Subsidiaries taken as a whole.

(c) Borrower will, and will cause each of its
Subsidiaries, at all times, to maintain, preserve and keep all operating
equipment used with respect to the oil and gas properties of Borrower in proper
repair, working order and condition, and make all necessary or appropriate
repairs, renewals, replacements, additions and improvements thereto so that the
efficiency of such operating equipment shall at all times be properly preserved
and maintained, provided that no item of operating equipment need be so
repaired, renewed, replaced, added to or improved, if Borrower shall in good
faith determine that such action is not necessary or desirable for the
continued efficient and profitable operation of the business of Borrower and
its Subsidiaries.

(d) With respect to the oil and gas properties of
Borrower and its Subsidiaries which are operated by operators other than
Borrower or one of its Subsidiaries, Borrower and its Subsidiaries shall not be
obligated itself to perform any undertakings contemplated by the covenants and
agreements contained in this Section 8.10(d) which are performable only by such
operators and are beyond the control of Borrower, but shall be obligated to
seek to enforce such operators' contractual obligations to maintain, develop
and operate the oil and gas properties subject to such operating agreements.

(e) Borrower shall not enter into any operating or
management agreement with any third party other than a Subsidiary of Borrower
or otherwise transfer management of the gas processing and transportation
facilities owned by Borrower and located in Weld, Adams, and Morgan Counties,
Colorado to any third party other than a Subsidiary of Borrower unless legally
required to do so or such third party is approved by Required Banks, such
approval to not be unreasonably withheld.

SECTION 8.11. Additional Documents. Borrower will execute and
deliver or cause to be executed and delivered such other and further
instruments or documents as in the

FIFTH RESTATED CREDIT AGREEMENT PAGE 67
74
judgment of the Agent may be required to better effectuate the transactions
contemplated herein.

SECTION 8.12. Environmental Law Compliance and Indemnity. Borrower
will, and will cause each of its Subsidiaries to, comply in all material
respects with all Applicable Environmental Laws, including, without limitation,
(a) all licensing, permitting, notification and similar requirements of
Applicable Environmental Laws, and (b) all provisions of Applicable
Environmental Law regarding storage, discharge, release, transportation,
treatment and disposal of hazardous substances, petroleum, solid waste or other
contaminants. Borrower will, and will cause each of its Subsidiaries to,
promptly pay and discharge when due all debts, claims, liabilities and
obligations with respect to any clean-up or remediation measures necessary to
comply with Applicable Environmental Laws. Borrower hereby indemnifies and
agrees to defend and hold the Banks and their successors and assigns harmless
from and against any and all claims, demands, causes of action, loss, damage,
liabilities, costs and expenses (including reasonable attorneys' fees and court
costs) of any and every kind or character, known or unknown, fixed or
contingent, asserted against or incurred by any of the Banks at any time and
from time to time including, without limitation, those asserted or arising
subsequent to the payment or other satisfaction of the Loans, by reason of or
arising out of the ownership, construction, occupancy, operation, use and
maintenance of any of the collateral for the Loans, including matters arising
out of the negligence of any of the Banks; provided, however, this indemnity
shall not apply with respect to matters caused by or arising out of (i) the
gross negligence or willful misconduct of the Banks (it being the express
intention hereby that the Banks shall be indemnified from the consequences of
their negligence); and (ii) the construction, occupancy, operation, use and
maintenance of the collateral for the Loans by any owner, lessee or party in
possession of the collateral for the Loans subsequent to the ownership of the
collateral for the Loans by Borrower or its Subsidiaries (as applicable),
provided further, however, that this subclause (ii) shall not exclude from the
foregoing indemnity and agreement, liability, claims, demands, causes of
action, loss, damage, costs and expenses imposed by reason of the ownership of
the collateral for the Loans by the Banks after purchase by the Banks at any
foreclosure sale or transfer in lieu thereof from Borrower or any Restricted
Subsidiary in partial or entire satisfaction of the Loans (unless the same
shall be solely attributable to the subsequent use of the collateral by the
Banks during their ownership thereof). The foregoing indemnity and agreement
applies to the violation of any Applicable Environmental Law prior to the
payment or other satisfaction of the Loans and any act, omission, event or
circumstance existing or occurring on or about the collateral for the Loans
(including without limitation the presence on the collateral for the Loans or
release from the collateral for the Loans of asbestos or other hazardous
substances or solid waste disposed of or otherwise present in or released prior
to the payment or other satisfaction of the Loans). It shall not be a defense
to the covenant of Borrower to indemnify that the act, omission, event or
circumstance did not constitute a violation of any Applicable Environmental Law
at the time of its existence or occurrence. The provisions of this Section
8.12 shall survive the repayment of the Loans and shall continue thereafter in
full force and effect. In the event of the transfer of the Loans or any
portion thereof, the Banks or any prior holder of

FIFTH RESTATED CREDIT AGREEMENT PAGE 68
75
the Loans and any participants shall continue to be benefitted by this
indemnity and agreement with respect to the period of such holding of the
Loans.

SECTION 8.13. Mortgage Amendments. On or before July 31, 1994,
Borrower shall deliver to the Agent the following:

(a) amendments duly executed by DJ Partners, L.P. and the
Agent with respect to all Mortgages securing the Obligations under the Existing
Credit Agreement encumbering all oil and gas properties and all Related Assets
owned by DJ Partners, L.P., which amendments, among other things, (i) amend
such Mortgages to secure the Obligations under this Agreement, and (ii) carry
forward (but do not extinguish) all Liens created by such Mortgages. All such
amendments will be properly recorded promptly following the execution of this
Agreement.

(b) confirmations of prior opinions of counsel to Agent
in each jurisdiction in which DJ Partners, L.P. owns oil and gas properties or
Related Assets with respect to (i) the validity and enforceability of the
Mortgages (as amended) referred to in Section 8.13(a), (ii) the location and
procedures for filing such Mortgages and amendments and other steps necessary
to insure proper perfection and priority of the Liens created thereby, and
(iii) certain other matters.

ARTICLE IX

NEGATIVE COVENANTS

SECTION 9.1. Total Additional Debt of Borrower, Restricted
Subsidiaries and DJ Partners, L.P. Neither Borrower, any Restricted Subsidiary
nor DJ Partners, L.P. will incur any Debt other than (a) Debt secured by
Permitted Encumbrances described in subpart (1) of the definition of Permitted
Encumbrances, (b) Nonrecourse Debt, (c) Third Party Letters of Credit permitted
by Section 2.1 hereof, (d) the Loans, (e) the Intercompany Loan, (f) margin
accounts with brokers and dealers relating to Margin Stock and other
securities, and (g) Guarantees of Debt and other liabilities of other
Restricted Subsidiaries and of Borrower provided that such Debt and other
liabilities are permitted pursuant to this Agreement; provided, that the Debt
permitted pursuant to Section 9.1(a) and (b) shall not exceed $15,000,000 in
the aggregate; provided further that the Third Party Letter of Credit Exposure
under Cash Secured Third Party Letters of Credit shall not exceed at any time
five percent (5%) of the Borrowing Base in effect at such time; and provided
further, that the maximum aggregate outstanding balance of Borrower's and its
Subsidiaries' margin accounts shall not exceed one percent (1%) of Borrower's
Consolidated Tangible Net Worth at any time. In addition to the foregoing,
Borrower may issue the First Convertible Debentures

FIFTH RESTATED CREDIT AGREEMENT PAGE 69
76
in exchange for the First Preferred Stock, and Borrower may issue the Second
Convertible Debentures in exchange for the Second Preferred Stock; provided,
that Borrower shall give each Bank ninety (90) days advance notice of
Borrower's intention to complete any exchange of Convertible Debentures for
Preferred Stock, and if Majority banks require that Borrower and the Restricted
Subsidiaries grant Liens on their oil and gas properties and Related Assets
pursuant to Section 5.1(b), Borrower will not complete such exchange until all
requisite Mortgages have been executed and delivered by Borrower and the
Restricted Subsidiaries and Agent has notified Borrower that all such Mortgages
have been filed of record and that all other steps necessary to perfect (and
confirm perfection) of the Liens created by such Mortgages have been taken.

SECTION 9.2. Restricted Payments. Neither Borrower, any Restricted
Subsidiary nor DJ Partners, L.P. will declare or make any Restricted Payment;
provided, that, so long as no Default or Event of Default, Borrowing Base
Deficiency or noncompliance with Section 10.4 exists (without giving effect to
the cure periods provided by Section 4.4 or 10.4), and provided further that no
Default or Event of Default would result from such Restricted Payment,
Borrower, Restricted Subsidiaries and DJ Partners, L.P. may (a) make Restricted
Payments in an aggregate amount (measured cumulatively from March 31, 1993) not
to exceed the sum of the following (i) $10,000,000, plus (ii) the net cash
proceeds to Borrower from all equity offerings completed by Borrower after
March 31, 1993, plus (iii) all cash Distributions actually received by Borrower
or any Restricted Subsidiary from Unrestricted Subsidiaries after March 31,
1993, plus (iv) fifty percent (50%) of Borrower's Consolidated Cash Flow earned
after March 31, 1993, (b) declare and make a Qualified Redemption of the First
Issue, (c) declare and make a Qualified Redemption of the Second Issue, (d)
declare and make a Qualified Redemption of the Third Convertible Debentures,
(e) issue the First Convertible Debentures in exchange for the First Preferred
Stock, and (f) issue the Second Convertible Debentures in exchange for the
Second Preferred Stock.

SECTION 9.3. Negative Pledge. Neither Borrower, any Restricted
Subsidiary nor DJ Partners, L.P. will create, assume or suffer to exist any
Lien on any asset which is individually or when aggregated with other assets
subject to any Lien (other than Permitted Encumbrances) material, whether now
owned or hereafter acquired by any of them, except Permitted Encumbrances.

SECTION 9.4. Consolidations and Mergers. Neither Borrower nor any of
its Subsidiaries will consolidate or merge with or into any other Person;
provided, that so long as no Default or Event of Default exists or will result
(a) Borrower may merge or consolidate with another Person so long as Borrower
is the surviving corporation, (b) any Restricted Subsidiary may merge or
consolidate with or into another Restricted Subsidiary, (c) any Unrestricted
Subsidiary may merge with or into another Unrestricted Subsidiary, (d) any
Unrestricted Subsidiary may merge with any other Person other than Restricted
Subsidiary so long as such Unrestricted Subsidiary is the surviving
corporation, and (e) any Restricted Subsidiary may merge with any other Person
so long as such Restricted Subsidiary is the surviving corporation.

FIFTH RESTATED CREDIT AGREEMENT PAGE 70
77
SECTION 9.5. Asset Dispositions. Except as herein provided, neither
Borrower, any Restricted Subsidiary nor DJ Partners, L.P. shall sell, lease,
abandon or otherwise transfer any of its assets to any other Person other than
pursuant to an Exempt Transfer. Borrower, the Restricted Subsidiaries and DJ
Partners, L.P. shall be permitted to sell or otherwise dispose of any asset
other than (a) oil and gas properties, (b) Related Assets, (c) debt and equity
securities issued by any Restricted Subsidiary, and (d) Other Borrowing Base
Assets. Borrower, the Restricted Subsidiaries and DJ Partners, L.P. may sell
oil and gas assets, Related Assets and Other Borrowing Base Assets; provided
that the aggregate value of all oil and gas properties, Related Assets and
Other Borrowing Base Assets sold by Borrower, the Restricted Subsidiaries and
DJ Partners, L.P. in transactions which are not Exempt Transfers during any six
month period between Periodic Determinations shall not exceed the sum of (x)
the greater of (i) $10,000,000, or (ii) five percent (5%) of the Recognized
Value of all oil and gas properties and Related Assets held by Borrower and the
Restricted Subsidiaries as reflected on the most recent Reserve Report and
Related Asset Report delivered to the Banks prior to the commencement of such
six (6) month period, plus (y) the Recognized Value of all proved, developed,
producing oil and gas reserves acquired by Borrower and Restricted Subsidiaries
during such six month period. The Recognized Value of all proved, developed,
producing reserves acquired by Borrower during any six month period shall be
determined by Borrower; provided that such value shall be subject to
verification and adjustment by Required Banks if the value asserted by Borrower
exceeds $5,000,000. For purposes of determining compliance with this Section
9.5, the value of oil and gas properties, Related Assets and other Borrowing
Base Assets sold for cash shall be the sales price of the properties sold. The
value of oil and gas properties sold for consideration other than cash shall be
the amount which should be reflected on Borrower's books in accordance with
GAAP as "proceeds from the sale of oil and gas properties" or "proceeds from
the sale of properties". Farmouts of undeveloped properties will not be
considered sales or dispositions for purposes of this Section 9.5 until the
farmee earns a right to an assignment of the underlying property.

SECTION 9.6. Amendments to Material Documents. Neither Borrower nor
any Restricted Subsidiary shall enter into or permit any modification or
amendment of, or waive any material right or obligation of any Person under,
(a) its certificate or articles of incorporation, bylaws or other
organizational document other than amendments, modifications and waivers which
are not, individually or in the aggregate, material, (b) the First Preferred
Stock Designation, the Second Preferred Stock Designation, the First Indenture,
the Second Indenture, the Third Indenture or the Convertible Debentures, or (c)
the Partnership Agreement, the Intercompany Loan Documents, the Management
Agreement, or any other related document (collectively, the "DJ Documents")
other than amendments, modifications and waivers which are not, individually or
in the aggregate material; provided that neither Borrower nor any Restricted
Subsidiary shall enter into any immaterial amendment, modification or waiver of
any DJ Documents unless Borrower shall have provided Banks written notice not
less than fifteen (15) days prior to the date Borrower or its Restricted
Subsidiary intends to enter into such amendment, modification or waiver
specifying in detail the subject thereof.

FIFTH RESTATED CREDIT AGREEMENT PAGE 71
78
SECTION 9.7. Use of Proceeds. The proceeds of Borrowings will not be
used for any purpose other than (a) working capital, (b) to finance the
acquisition, exploration and development of oil and gas properties and Related
Assets and the transportation, processing and marketing of hydrocarbons by
Borrower and Restricted Subsidiaries, (c) Restricted Payments permitted
pursuant to Section 9.2 and Investments permitted pursuant to Section 9.8
provided, that none of such proceeds (including, without limitation, proceeds
of Letters of Credit issued hereunder) will be used, directly or indirectly,
for the purpose, whether immediate, incidental or ultimate, of purchasing or
carrying any Margin Stock, and none of such proceeds will be used in violation
of applicable law (including, without limitation, the Margin Regulations).

SECTION 9.8. Investments. Neither Borrower, any Restricted Subsidiary
nor DJ Partners, L.P. will, directly or indirectly, make any Investment other
than Permitted Investments. Except as permitted pursuant to that certain
Letter Agreement dated September 14, 1993 by and among Borrower and the Banks
parties to the existing Credit Agreement (which shall be binding on all Banks
under this Agreement), Borrower shall not, and shall not permit any of its
Subsidiaries to individually or in the aggregate acquire or offer to acquire
(or in concert with any other Person acquire or offer to acquire) more than
four and nine-tenths percent (4.9%) of any of the securities of any Person
other than pursuant to negotiated transactions pursuant to which Borrower
acquires (or will acquire) equity securities of entities which are not subject
to the reporting requirements of the Securities and Exchange Act of 1934.
During the existence of a Default, a Borrowing Base Deficiency or a violation
of Section 10.4 (regardless of whether any applicable cure periods provided by
Sections 4.5 and 10.4 have expired); neither Borrower nor any of its
Subsidiaries will acquire or offer to acquire (or in connection with any other
Person acquire or offer to acquire) any securities of any Person.

SECTION 9.9. Transactions with Affiliates. Borrower will not, and
will not permit any Subsidiary, to engage in any material transaction with an
affiliated Person unless such transaction is generally as favorable to Borrower
or such Subsidiary as could be obtained in an arm's length transaction with an
unaffiliated Person in accordance with prevailing industry customs and
practices.

SECTION 9.10. Plans. With the exception of the Delmar Plan (to the
extent Borrower completes the Delmar Acquisition), neither Borrower nor any of
its Subsidiaries shall create, adopt or become bound by any Plan. In the event
Borrower completes the Delmar Acquisition, Borrower shall (a) immediately
notify the Banks of the occurrence of any Reportable Event (as defined in
Section 4043 of ERISA) with respect to the Delmar Plan, (b) cause the Delmar
Plan to at all times meet the minimum funding requirements contained in Section
412 of the Code, (c) cause Delmar to take all steps required to maintain the
qualification of the Delmar Plan under Section 401(a) of the Code and the tax
exempt status of the related trust under Section 501(a) of the Code, (d) not
permit Delmar to materially increase the benefits provided under the Delmar
Plan, and (e) not permit

FIFTH RESTATED CREDIT AGREEMENT PAGE 72
79
Delmar to terminate the Delmar Plan if such termination would result in
liability to Borrower or any of its Subsidiaries (including Delmar) of
$1,000,000 or more.

SECTION 9.11. Hedge Transactions. Neither Borrower, any of its
Restricted Subsidiaries nor DJ Partners, L.P. shall enter into Hedge
Transactions with the exception that Borrower, its Restricted Subsidiaries and
DJ Partners, L.P. may enter into Hedge Transactions as long as the aggregate
maximum amount of hydrocarbons which are the subject of Hedge Transactions in
existence at any time shall not exceed seventy-five (75%) of Borrower's, the
Restricted Subsidiaries' and DJ Partners, L.P.'s anticipated production from
proved, developed producing reserves during the term of existing Hedge
Transactions.

SECTION 9.12. Obligations of Unrestricted Subsidiaries. Except as
expressly permitted by Section 9.2 (including, to the extent permitted by
Section 9.2, Borrower's liability and obligations under the OPIC Guaranty),
neither Borrower, any of its Restricted Subsidiaries nor DJ Partners, L.P.
shall incur any liability or obligation to any Unrestricted Subsidiary of any
nature, or have any liability (whether by operation of law or otherwise) for
any liability, Debt or obligation of any Unrestricted Subsidiary; provided,
however, that nothing in this Section 9.12 shall prohibit SWAT from acting as
the general partner of DJ Partners, L.P.

ARTICLE X

FINANCIAL COVENANTS

SECTION 10.1. Consolidated Working Capital of Borrower. Borrower
will not permit the amount by which its Consolidated Current Assets exceeds its
Consolidated Current Liabilities as of the end of any fiscal quarter to be less
than $1,000,000.

SECTION 10.2. Current Ratio of Borrower. Borrower will not permit
the ratio of its Consolidated Current Assets to its Consolidated Current
Liabilities as of the end of any fiscal quarter to be less than 1.0 to 1.0.

SECTION 10.3. Ratio of Consolidated Total Debt and Consolidated
Senior Debt to Consolidated Tangible Net Worth of Borrower. Borrower will not
permit its consolidated total Debt as of the end of any fiscal quarter to
exceed one hundred fifty percent (150%) of its Consolidated Tangible Net Worth
as of the end of such fiscal quarter. Borrower will not permit its
Consolidated Senior Debt as of the end of any fiscal quarter to exceed one
hundred twenty percent (120%) of its Consolidated Tangible Net Worth as of the
end of such fiscal quarter.

FIFTH RESTATED CREDIT AGREEMENT PAGE 73
80
SECTION 10.4. Adjusted Consolidated Cash Flow Coverage of Borrower.
If, as of the end of any fiscal quarter the aggregate Adjusted Consolidated
Cash Flow of Borrower for (a) the fiscal quarter then ended is less than five
percent (5%) of Borrower's Consolidated Total Covered Debt as of the end of
such fiscal quarter exclusive of such portion of Consolidated Total Covered
Debt with respect to which Exempt Subsidiaries are the only obligors, or (b)
the four fiscal quarters then ended is less than twenty five percent (25%) of
Borrower's Consolidated Total Covered Debt as of the end of such fiscal quarter
exclusive of such portion of Consolidated Total Covered Debt with respect to
which Exempt Subsidiaries are the only obligors, then, in either event,
Borrower will, prior to the expiration of the applicable Special Cash Flow Cure
Period, make a principal payment on the outstanding Loans in an amount such
that, if the principal so paid had not been outstanding at the end of such
fiscal quarter, the percentage set forth herein would have been satisfied for
such fiscal quarter.

ARTICLE XI

DEFAULTS

SECTION 11.1. Events of Default. If one or more of the following
events (collectively "Events of Default" and individually an "Event of
Default") shall have occurred and be continuing:

(a) Borrower shall fail to pay when due any principal of
or interest on any Note, any fees or any other amount payable hereunder and
such failure shall continue for a period of five (5) days;

(b) Borrower shall fail to observe or perform any
covenant or agreement contained in Article IX or X and, as to Section 10.1
through and including 10.3 only, the continuance of such failure for a period
not to exceed thirty (30) consecutive days (with respect to the first such
failure within a given calendar year) and five (5) days (with respect to the
second and third such failures within a given calendar year); provided that no
grace period shall apply after the third such failure in any calendar year;

(c) Borrower, any Restricted Subsidiary or DJ Partners,
L.P. shall fail to observe or perform any covenant or agreement contained in
this Agreement or the other Loan Papers (other than those covered by Sections
11.1(a) and (b)) for thirty (30) days after written notice thereof has been
given to Borrower by the Agent at the request of any Bank, provided, that, as
to Defaults under Section 8.1(e) and (h) Borrower shall not be entitled to more
than one (1) notice during each calendar year, and as to each other type of
Default, Borrower shall not be entitled to more than two (2) notices during any
calendar year.

(d) Borrower shall fail to cause the financial statements
described in Section 8.1(a) to be accompanied by the opinion without
qualification (except for qualifications required by changes in accounting
methods with which Borrower's auditors concur) of the accountants preparing
such opinion, that such financial statements were

FIFTH RESTATED CREDIT AGREEMENT PAGE 74
81
prepared in accordance with generally accepted accounting principles and fairly
present the consolidated financial position and results of operations of
Borrower;

(e) any representation, warranty, certification or
statement made or deemed to have been made by Borrower in this Agreement or by
Borrower or any other Person on behalf of Borrower in any certificate,
financial statement or other document delivered pursuant to this Agreement
shall prove to have been incorrect in any material respect when made;

(f) Borrower or any of its Subsidiaries shall fail or pay
any Material Debt at maturity or any event or condition (i) shall occur which
results in the acceleration of the maturity of any Material Debt of Borrower or
any of its Subsidiaries, or (ii) shall occur and continue for a period of
thirty (30) days (or such shorter cure period as is provided pursuant to the
terms of such Material Debt) which entitles (or, with the giving of notice or
lapse of time or both, would unless cured or waived, entitle) the holder of
such Material Debt to accelerate the maturity thereof;

(g) Borrower or any of its Subsidiaries shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to itself or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing;

(h) an involuntary case or other proceeding shall be
commenced against Borrower or any of its Subsidiaries seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of it or any substantial part of its property, and such
involuntary case or other proceeding shall remain undismissed and unstayed for
a period of sixty (60) days; or an order for relief shall be entered against
Borrower or any of its Subsidiaries of any of them under the federal bankruptcy
laws as now or hereafter in effect;

(i) one (1) or more judgments or orders for the payment
of money aggregating in excess of $1,000,000 shall be rendered against Borrower
or any of its Subsidiaries and such judgment or order (i) shall continue
unsatisfied and unstayed (unless bonded with a supersedeas bond at least equal
to such judgment or order) for a period of thirty (30) days or (ii) is not
fully paid and satisfied at least ten (10) days prior to the date on which any
of its assets may be lawfully sold to satisfy such judgment or order;

FIFTH RESTATED CREDIT AGREEMENT PAGE 75
82
(j) one (1) or more judgments or orders for the payment
of money aggregating in excess of the sum of (i) ten percent (10%) of the Total
Borrowing Base then in effect, plus (ii) (A) the amount of such judgment which
is covered by insurance to the satisfaction of the Agent and its counsel, and
(B) any amounts which Borrower has deposited with the Agent to be held by the
Agent as security for the payment of such judgment shall be rendered against
Borrower or any of its Subsidiaries, whether or not otherwise bonded or stayed;
or

(k) any Mortgage or other security instrument (other than
UCC-3 Continuation Statements) securing repayment of the Loans shall for any
reason, except to the extent permitted by the terms thereof, cease to create a
valid and perfected first and prior lien on any material collateral that is the
subject thereof, or Borrower shall so state in writing, and such failure is not
cured to the satisfaction of the Agent and its counsel within thirty (30) days
after any Authorized Officer becomes aware of such failure, such thirty (30)
day period may be extended for an additional thirty (30) days upon the Agent's
determination that Borrower promptly commenced and is diligently attempting to
cure the same;

then, and in every such event, the Agent shall without presentment, notice or
demand (unless expressly provided for herein) of any kind (including, without
limitation, notice of intention to accelerate and acceleration), all of which
are hereby waived, (a) if requested by the Required Banks, terminate the
Commitments and they shall thereupon terminate, and (b) if requested by the
Required Banks, take such other actions as may be permitted by the Loan Papers
including, declaring the Notes (together with accrued interest thereon) to be,
and the Notes shall thereupon become, immediately due and payable; provided
that (c) in the case of any of the Events of Default specified in Section
11.1(g) or (h), without any notice to Borrower or any other act by the Agent or
the Banks, the Commitments shall thereupon terminate and the Notes (together
with accrued interest thereon) shall become immediately due and payable.

ARTICLE XII

THE AGENT

SECTION 12.1. Appointment and Authorization. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement, the Notes and the other Loan
Papers as are delegated to the Agent by the terms hereof or thereof, together
with all such powers as are reasonably incidental thereto, provided that, as
between and among the Banks, the Agent will not prosecute, settle or compromise
any claim against Borrower or release or institute enforcement proceedings,
except with the consent of the Required Banks. Each Bank and Borrower agree
that the Agent is not a fiduciary for the Banks or for Borrower but simply is
acting in the capacity described herein to alleviate administrative burdens for
both

FIFTH RESTATED CREDIT AGREEMENT PAGE 76
83
Borrower and the Banks and that the Agent has no duties or responsibilities to
the Banks or Borrower except those expressly set forth herein.

SECTION 12.2. The Agent and Affiliates. NationsBank of Texas, N.A.
shall have the same rights and powers under this Agreement as any other Bank
and may exercise or refrain from exercising the same as though it were not the
Agent, and Wells Fargo Bank, N.A. and its affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with Borrower and
its Subsidiaries or Affiliate of Borrower as if it were not the Agent
hereunder.

SECTION 12.3. Action by the Agent. The obligations of the Agent
hereunder are only those expressly set forth herein. Without limiting the
generality of the foregoing, the Agent shall not be required to take any action
with respect to any Default, except as expressly provided in Article XI.
Notwithstanding the administrative authority delegated to the Agent, the Agent
shall not without the prior written approval of all Banks cause or permit any
modification of the Loan Papers pertaining to (a) the scheduled payment of
principal, interest or fees in respect of the Loans including the Facility A
Termination Date and/or the Facility B Termination Date, (b) the rate of
interest applicable to the Loans or the amount of fees payable hereunder, (c)
the release or substitution of collateral for the Loans other than releases
required pursuant to sales of collateral which are expressly permitted under
Section 9.5 and releases expressly contemplated by Section 5.1(a), (d)
increasing the Facility A Commitment or Facility B Commitment of any Bank, or
(e) Article IV or the definitions contained in Section 1.1 applicable thereto.
The Agent shall make such requests or take such actions in respect of Borrower
as the Required Banks shall direct. Further, the Agent shall grant such
waivers, consents or approvals in favor of Borrower as the Required Banks shall
direct.

SECTION 12.4. Consultation with Experts. The Agent may consult with
legal counsel (who may be counsel for Borrower), independent public accountants
and other experts selected by it and shall not be liable for any action taken
or omitted to be taken by it in good faith in accordance with the advice of
such counsel, accountants or experts.

SECTION 12.5. Liability of the Agent. Neither the Agent nor any of
its directors, officers, agents, or employees shall be liable for any action
taken or not taken by it in connection herewith (a) with the consent or at the
request of the Required Banks or (b) in the absence of its own gross negligence
or willful misconduct, it being the intention of the Banks that such parties
shall not be liable for the consequences of their negligence. Neither the
Agent nor any of its directors, officers, agents or employees shall be
responsible for or have any duty to ascertain, inquire into or verify (a) any
statement, warranty or representation made in connection with this Agreement or
any borrowing hereunder, (b) the performance or observance of any of the
covenants or agreements of Borrower, (c) the satisfaction of any condition
specified in Article VI, except receipt of items required to be delivered to
the Agent, or (d) the validity, effectiveness or genuineness of this Agreement,
the Notes or any other instrument or writing furnished in connection herewith;
provided,

FIFTH RESTATED CREDIT AGREEMENT PAGE 77
84
that the Agent expressly agrees that it will exercise the same degree of care
with respect to insuring the perfection and proper administration of collateral
for the Obligations as it would exercise if such Obligations were held by Agent
entirely for its own account. The Agent shall not incur any liability by
acting in reliance upon any notice, consent, certificate, statement, or other
writing (which may be a bank wire, telex or similar writing) believed by it to
be genuine or to be signed by the proper party or parties or upon any oral
notice which the Agent believes will be confirmed in writing by the proper
party or parties. If the Agent fails to take any action required to be taken
by it under the Loan Papers after a Default and within a reasonable time after
being requested to do so by any Bank (after such requesting Bank has obtained
the approval of such other Banks as required), the Agent shall not suffer or
incur any liability as a result thereof, but such requesting Bank may request
the Agent to resign, whereupon the Agent shall so resign pursuant to Section
12.9.

SECTION 12.6. Delegation of Duties. The Agent may execute any of its
duties hereunder by or through officers, directors, employees, attorneys, or
agents.

SECTION 12.7. Indemnification. Each Bank shall, ratably in
accordance with its Commitment, indemnify the Agent (to the extent not
reimbursed by Borrower) against any cost, expense (including counsel fees and
disbursements), claim, demand, action, loss or liability (except such as result
from the Agent's gross negligence or willful misconduct) that the Agent may
suffer or incur in connection with this Agreement or any action taken or
omitted by the Agent hereunder, including without limitation, matters arising
out of the Agent's own negligence.

SECTION 12.8. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, 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 any action under this Agreement.

SECTION 12.9. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Banks and Borrower. In addition, Borrower
may, prior to a Default, request the designation by the Banks of a successor
Agent. Upon any such request by Borrower or resignation by the Agent, the
Required Banks shall have the right to appoint a successor Agent, which shall
be one of the Banks. If no successor Agent shall have been so appointed by the
Required Banks and accepted such appointment within thirty (30) days after the
retiring Agent's giving of notice of resignation or Borrower's request for a
successor Agent, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall (a) be a commercial bank organized under the laws
of the United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000 and (b) unless the successor Agent
is a Bank, be reasonably acceptable to Borrower. Upon the acceptance of its
appointment as a successor Agent hereunder, such

FIFTH RESTATED CREDIT AGREEMENT PAGE 78
85
successor Agent shall thereupon succeed to and become vested with all the
rights and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder. After any Agent's
resignation hereunder as the Agent, the provisions of this Section 12.9 shall
continue to inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Agent. Borrower shall be entitled to recommend a
successor Agent at the time of designation of any successor Agent pursuant to
this Section 12.9. The Banks shall give due consideration to the successor
nominated by Borrower, but shall have no obligation to approve such nominee.

ARTICLE XIII

PROTECTION OF YIELD;
CHANGE IN LAWS

SECTION 13.1. Basis for Determining Interest Rate Applicable to CD
Rate Loans and Eurodollar Loans Inadequate. If on or prior to the first day of
any Interest Period with respect to a Committed Borrowing:

(a) the Agent is advised by any Bank that deposits in dollars (in
the applicable amounts) are not being offered to such Bank(s) in the
relevant market for such Interest Period, or

(b) Banks having fifty percent (50%) or more of the aggregate
amount of the Commitments advise the Agent that the Adjusted London
Interbank Offered Rate as determined by the Agent will not adequately
and fairly reflect the cost to such Banks of funding their respective
shares of the requested Committed Borrowing comprised of Eurodollar
Loans for such Interest Period, or

(c) Banks having fifty percent (50%) or more of the aggregate
amount of the Commitments advise the Agent that the Adjusted CD Rate
as determined by the Agent will not adequately and fairly reflect the
cost to such Bank(s) of funding of their respective shares of the
requested Committed Borrowing comprised of CD Rate Loans for such
Interest Period;

the Agent shall give notice thereof to Borrower and the Banks,
whereupon the obligations of the Banks to make Committed Eurodollar
Loans or Committed CD Rate Loans (as applicable) shall be suspended
until the Agent notifies Borrower that the circumstances giving rise
to such suspension no longer exist. Unless Borrower notifies the
Agent at least two (2) Domestic Business Days before the date of any
Committed Borrowing for which a Request for Committed Loans has
previously been given that it elects not to borrow on such date, such
Committed Borrowing shall instead be made as a Committed Borrowing
comprised of Base Rate Loans.

FIFTH RESTATED CREDIT AGREEMENT PAGE 79
86
SECTION 13.2. Illegality of CD Rate Loans or Eurodollar Loans. (a)
If, after the date of this Agreement, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Eurodollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Eurodollar Lending Office) to make, maintain or fund its
Eurodollar Loans and/or CD Rate Loans and such Bank shall so notify the Agent,
the Agent shall forthwith give notice thereof to the other Banks and Borrower.
Until such Bank notifies Borrower and the Agent that the circumstances giving
rise to such suspension no longer exist, the obligation of such Bank to make
Committed Eurodollar Loans and/or Committed CD Rate Loans (as applicable) shall
be suspended. Before giving any notice to the Agent pursuant to this Section
13.2, such Bank shall designate a different Eurodollar Lending Office if such
designation will avoid the need for giving such notice and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. If such Bank
shall determine that it may not lawfully continue to maintain and fund any of
its outstanding Eurodollar Loans or CD Rate Loans to maturity and shall so
specify in such notice, Borrower shall immediately convert the principal amount
of each such Eurodollar Loan or CD Rate Loans to a Committed Base Rate Loan (or
a Committed CD Rate Loan or Committed Eurodollar Loan if either remains
available) of an equal principal amount from such Bank (on which interest and
principal shall be payable contemporaneously with the unaffected Eurodollar
Loans or CD Rate Loans (as applicable) of the other Banks).

(b) No Bank shall be required to make any Loan hereunder
if the making of such Loan would be in violation of any law applicable to such
Bank.

SECTION 13.3. Increased Cost of CD Rate Loans or Eurodollar Loans.
If after the date hereof, the adoption of any applicable law, rule or
regulation, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Lending Office) with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

(a) shall subject any Bank (or its Lending Office) to any
tax, duty or other charge with respect to its Eurodollar Loans, its CD Rate
Loans or its Notes or its obligation to make Eurodollar Loans or CD Rate Loans
or shall change the basis of taxation of payments to any Bank (or its Lending
Office) of the principal of or interest on its Eurodollar Loans or CD Rate
Loans or any other amounts due under this Agreement in respect of its
Eurodollar Loans or CD Rate Loans or its obligation to make Eurodollar Loans or
CD Rate Loans (except for changes in the rate of tax on the overall net income
of such Bank or its Lending Office imposed by the jurisdiction in which such
Bank's principal executive office or Lending Office is located); or

FIFTH RESTATED CREDIT AGREEMENT PAGE 80
87
(b) shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including, without limitation, any such
requirement imposed by the Board of Governors of the Federal Reserve System,
but excluding with respect to any Committed Eurodollar Loan any such
requirement included in an applicable Eurodollar Reserve Percentage and
excluding with respect to any CD Rate Loan any such requirement included in an
applicable CD Reserve Percentage) against assets of, deposits with or for the
account of or credit extended by, any Bank's Lending Office or shall impose on
any Bank (or its Lending Office) or the London interbank market or the
applicable certificate of deposit market any other condition affecting its
Eurodollar Loans, its CD Rate Loans, its Notes or its obligation to make
Eurodollar Loans or CD Rate Loans;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Eurodollar Loan or CD Rate
Loans, or to reduce the amount of any sum received or receivable by such Bank
(or its Lending Office) under this Agreement or under its Notes with respect
thereto, by an amount deemed by such Bank to be material, then, within five (5)
days after demand by such Bank (with a copy to the Agent), Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank for
such increased cost or reduction. Each Bank will promptly notify Borrower and
the Agent of any event of which it has knowledge, occurring after the date
hereof, which will entitle such Bank to compensation pursuant to this Section
13.3 and will designate a different Lending Office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the judgment of such Bank, be otherwise disadvantageous to such Bank. A
certificate of any Bank claiming compensation under this Section 13.3 and
setting forth the additional amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error. In determining such amount,
such Bank may use any reasonable averaging and attribution methods.

SECTION 13.4. Alternative Committed Loans Substituted for Affected
Eurodollar Loans or CD Rate Loans. If (a) the obligation of any Bank to make
Eurodollar Loans or CD Rate Loans has been suspended pursuant to Section 13.2
or (b) any Bank has demanded compensation under Section 13.3 and Borrower
shall, by at least five (5) Eurodollar Business Days (with respect to
Eurodollar Loans) or five (5) Domestic Business Days (with respect to CD Rate
Loans) prior notice to such Bank through the Agent, have elected that the
provisions of this Section 13.4 shall apply to such Bank, then, unless and
until such Bank notifies Borrower that the circumstances giving rise to such
suspension or demand for compensation no longer apply:

(a) all Loans which would otherwise be made by such Bank
as Eurodollar Loans or CD Rate Loans (as applicable) shall be made instead as
Base Rate Loans (or CD Rate Loans or Eurodollar Loans if either remains
available) (on which interest and principal shall be payable contemporaneously
with the unaffected Eurodollar Loans or CD Rate Loans (as applicable) of the
other Banks), and

FIFTH RESTATED CREDIT AGREEMENT PAGE 81
88
(b) after each of its Eurodollar Loans or CD Rate Loans
(as applicable) has been repaid, all payments of principal which would
otherwise be applied to repay such Eurodollar Loans or CD Rate Loans (as
applicable) shall be applied to repay its Base Rate Loans or CD Rate Loans or
Eurodollar Loans if either remains available instead.

SECTION 13.5. Capital Adequacy. If after the date hereof, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof, by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of Law), shall:

(a) impose, modify or deem applicable any reserve, special deposit,
compensatory loan, deposit insurance, capital adequacy, minimum
capital, capital ratio or similar requirement against all or any
assets held by, deposits or accounts with, credit extended by or to,
or commitments to extend credit or any other acquisition of funds by
any Bank (or its Lending Office), or impose on any Bank (or its
Lending Office) any other condition, with respect to the maintenance
by such Bank of all or any part of its Commitment; or

(b) subject any Bank (or its Lending Office) to, or cause the
termination or reduction of a previously granted exemption with
respect to, any Tax with respect to the maintenance by such Bank of
all or any part of its Commitment (other than Taxes assessed against
such Bank's overall net income);

and the result of any of the foregoing is to increase the cost to such
Bank (or its Lending Office) of maintaining its Commitment or to
reduce the amount of any sums received or receivable by it (or its
Lending Office) under this Agreement or any other Loan Document, or to
reduce the rate of return on such Bank's equity in connection with
this Agreement, as the case may be, by an amount which such Bank deems
material then, in any such case, within five (5) days of demand by
such Bank (or its Lending Office) (with a copy to Agent), Borrower
shall pay to such Bank (or its Lending Office) such additional amount
or amounts as will compensate such Bank for any additional cost,
reduced benefit, reduced amount received or reduced rate of return.
Each Bank will promptly notify Borrower and the Agent of any event of
which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section 13.5. A
certificate of any Bank claiming compensation under thisSection 13.5
and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In
determining such amount, such Bank may use any reasonable averaging
and attribution methods.

Without limiting the foregoing, in the event any event or
condition described in this Section 13.5 shall occur or arise which
relates to the maintenance by any Bank

FIFTH RESTATED CREDIT AGREEMENT PAGE 82
89
of that part of (a) its Facility A Commitment which is in excess of
its Facility A Commitment Percentage of the Facility A Borrowing Base
then in effect, or (b) that part of its Facility B Commitment which is
in excess of its Facility B Commitment Percentage of the Facility B
Borrowing Base then in effect (such excess portion of the Facility A
and Facility B Commitments of any Bank is hereinafter referred to as
its "Surplus Commitment"), such Bank shall notify Agent and Borrower
of the occurrence of such event or the existence of such condition and
of the amount of a fee (to be computed on a per annum basis with
respect to such Bank's Surplus Commitment) which such Bank determines
in good faith will compensate such Bank for such additional cost,
reduced benefit, reduced amount received or reduced rate of return.
Within five (5) Domestic Business Days following receipt of such
notice, Borrower shall notify such Bank whether it accepts or rejects
such fee (if Borrowerfails to timely respond to such notice it will be
deemed to have accepted such fee). If Borrower rejects such fee, the
Facility A and/or B Commitments (depending on which is affected by
such condition or event) of each Bank will be automatically and
permanently reduced to the Facility A or Facility B (as applicable)
Borrowing Base then in effect. If Borrower accepts such fee, such fee
shall accrue from and after the date of such Bank's notice and shall
be payable quarterly in arrears (based on the daily average balance of
such Bank's Surplus Commitment) on the last day of each March, June,
September and December and on the Termination Date. Such fee shall be
in lieu of any amounts to which such Bank would otherwise be entitled
in respect of its Surplus Commitment pursuant to the other provisions
of thisSection 13.5 for the period on and after the date of such
notice unless such Bank determines that such fee is not adequate to
fully compensate such Bank for any additional cost, reduced benefit,
reduced amount received or reduced rate of return such Bank may
thereafter incur in respect of such Bank's Surplus Commitment. In
that event such Bank shall be entitled to such additional compensation
to which such Bank is otherwise entitled pursuant to thisSection 13.5.

SECTION 13.6. Taxes. All amounts payable by Borrower under the Loan
Papers (whether principal, interest, fees, expenses, or otherwise) to or for
the account of each Bank shall be paid in full, free of any deductions or
withholdings for or on account of any Taxes. If Borrower is prohibited by law
from paying any such amount free of any such deductions and withholdings, then
(at the same time and in the same manner that such original amount is otherwise
due under the Loan Papers) Borrower shall pay to or for the account of such
Bank such additional amount as may be necessary in order that the actual amount
received by such Bank after deduction and/or withholding (and after payment of
any additional Taxes due as a consequence of the payment of such additional
amount, and so on) will equal the amount such Bank would have received if such
deduction or withholding were not made.

SECTION 13.7. Discretion of Banks as to Manner of Funding.
Notwithstanding any provisions of this Credit Agreement to the contrary, each
Bank shall be entitled to fund and maintain its funding of all or any part of
its Loans in any manner it sees fit, it being

FIFTH RESTATED CREDIT AGREEMENT PAGE 83
90
understood, however, that for the purposes of this Credit Agreement all
determinations hereunder shall be made as if such Bank had actually funded and
maintained each Eurodollar Loan and CD Rate Loan during the Interest Period for
such Eurodollar Loan or CD Rate Loan through the purchase of deposits having a
maturity corresponding to the last day of such Interest Period and bearing an
interest rate equal to the CD Rate or the London InterBank Offered Rate for
such Interest Period.

ARTICLE XIV

MISCELLANEOUS

SECTION 14.1. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telecopy or similar writing) and shall be given to such party at its address,
telex or telecopy number set forth on the signature pages hereof or such other
address, telex or telecopy number as such party may hereafter specify for the
purpose by notice to the Agent and Borrower. Each such notice, request or
other communication shall be effective (a) if given by telecopy, when such
telecopy is transmitted to the telecopy number specified in this Section 14.1
and the appropriate answerback is received or receipt is otherwise confirmed,
(b) if given by mail, one (1) Domestic Business Day after deposit in the mails
with first class postage prepaid, addressed as aforesaid or (c) if given by any
other means, when delivered at the address specified in this Section 14.1;
provided that notices to the Agent under Article II or XIII shall not be
effective until received.

SECTION 14.2. No Waivers. No failure or delay by the Agent or any
Bank in exercising any right, power or privilege hereunder or under any Note or
other Loan Paper shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law or in any of the other Loan Papers.

SECTION 14.3. Expenses; Documentary Taxes; Indemnification. (a)
Borrower shall pay (i) all out-of-pocket expenses of the Agent, including
reasonable fees and disbursements of special counsel for the Banks and the
Agent, in connection with the preparation of this Agreement and the other Loan
Papers and, if appropriate, the recordation of the Loan Papers, any waiver or
consent hereunder or any amendment hereof or any Default or alleged Default
hereunder and (ii) if an Event of Default occurs, all out-of-pocket expenses
incurred by the Agent or any Bank, including fees and disbursements of counsel
in connection with such Event of Default and collection and other enforcement
proceedings resulting therefrom, fees of auditors and consultants incurred in
connection therewith and investigation expenses incurred by the Agent or any
Bank in connection therewith. Borrower shall indemnify each Bank against any
Taxes imposed by reason of the execution and delivery of this Agreement or the
Notes.

FIFTH RESTATED CREDIT AGREEMENT PAGE 84
91
(b) Borrower agrees to indemnify each Bank and hold each
Bank harmless from and against any and all liabilities, losses, damages, costs
and expenses of any kind (including, without limitation, the reasonable fees
and disbursements of counsel for any Bank in connection with any investigative,
administrative or judicial proceeding, whether or not such Bank shall be
designated a party thereto) which may be incurred by any Bank (or by the Agent
in connection with its actions as the Agent hereunder), relating to or arising
out of this Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that no Bank shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct, it being the
intention hereby that a Bank or the Agent shall be indemnified for the
consequences of their negligence.

SECTION 14.4. Right and Sharing of Set-Offs. (a) Upon the occurrence
and during the continuance of any Event of Default, each Bank 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 Bank to or for the credit or the account of Borrower against
any and all of the obligations of Borrower now or hereafter existing under this
Agreement and any Note held by such Bank, irrespective of whether or not such
Bank shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Bank agrees promptly to notify
Borrower after any such setoff and application made by such Bank, provided that
the failure to give such notice shall not affect the validity of such setoff
and application. The rights of each Bank under this Section 14.4(a) are in
addition to other rights and remedies (including, without limitation, other
rights of setoff) which such Bank may have.

(b) Each Bank agrees that if it shall, by exercising any
right of setoff or counterclaim or otherwise, receive payment after the
occurrence and during the continuance of an Event of Default of a proportion of
the aggregate amount of principal and interest due with respect to the Loans
held by it which is greater than the proportion received by any other Bank in
respect of the aggregate amount of principal and interest due with respect to
the Loans held by such other Bank, the Bank receiving such proportionately
greater payment shall purchase such participations in the Loans held by the
other Banks, and such other adjustments shall be made, as may be required so
that all such payments of principal and interest with respect to the Loans held
by the Banks shall be shared by the Banks in accordance with the amounts to be
paid to such Bank pursuant to Section 3.2(c); provided that nothing in this
Section 14.4 shall impair the right of any Bank to exercise any right of setoff
or counterclaim it may have and to apply the amount subject to such exercise to
the payment of indebtedness of Borrower other than its indebtedness under the
Loans. Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Loan may exercise
rights of setoff or counterclaim and other rights with respect to such
participation as fully as if such holder of a participation were a direct
creditor of Borrower in the amount of such participation.

FIFTH RESTATED CREDIT AGREEMENT PAGE 85
92
SECTION 14.5. Amendments and Waivers. Any provision of this
Agreement, the Notes or the other Loan Papers may be amended or waived if, but
only if such amendment or waiver is in writing and is signed by Borrower and
the Required Banks (and, if the rights or duties of the Agent are affected
thereby, by the Agent); provided that no such amendment or waiver shall, unless
signed by all the Banks, (a) increase the total aggregate Commitments of the
Banks or subject any Bank to any additional obligation, (b) forgive any of the
principal of or reduce the rate of interest on any Loan or any fees hereunder,
(c) postpone the date fixed for any payment of principal of or interest on any
Loan or any fees hereunder including the Facility A Termination Date and/or the
Facility B Termination Date, (d) change the percentage of the Commitments
except as otherwise provided for in this Agreement or of the aggregate unpaid
principal amount of the Notes, or the number of Banks, which shall be required
for the Banks or any of them to take any action under this Section 11.5 or any
other provision of this Agreement, (e) permit Borrower to assign any of its
rights hereunder, or (f) amend or waive any of the provisions of Section
2.8(b), Section 2.9 (b) or Article IV or the definitions contained in Section
1.1 applicable thereto.

SECTION 14.6. Survival. All representations, warranties and
covenants made by Borrower herein or in any certificate or other instrument
delivered by it or in its behalf under the Loan Papers shall be considered to
have been relied upon by the Banks and shall survive the delivery to the Banks
of such Loan Papers or the extension of the Loans (or any part thereof),
regardless of any investigation made by or on behalf of the Banks.

SECTION 14.7. Limitation on Interest. Regardless of any provision
contained in the Loan Papers, the Banks shall never be entitled to receive,
collect, or apply, as interest on the Loans, any amount in excess of the
Maximum Lawful Rate, and in the event Banks ever receive, collect or apply as
interest any such excess, such amount which would be deemed excessive interest
shall be deemed a partial prepayment of principal and treated hereunder as
such; and if the Loans are paid in full, any remaining excess shall promptly be
paid to Borrower. In determining whether or not the interest paid or payable
under any specific contingency exceeds the Maximum Lawful Rate, Borrower and
the Banks shall, to the extent permitted under applicable law, (a) characterize
any nonprincipal payment as an expense, fee or premium rather than as interest,
(b) exclude voluntary prepayments and the effects thereof and (c) amortize,
prorate, allocate and spread, in equal parts, the total amount of the interest
throughout the entire contemplated term of the Notes, so that the interest rate
is the Maximum Lawful Rate throughout the entire term of the Notes; provided,
however, that if the unpaid principal balance thereof is paid and performed in
full prior to the end of the full contemplated term thereof, and if the
interest received for the actual period of existence thereof exceeds the
Maximum Lawful Rate, the Banks shall refund to Borrower the amount of such
excess and, in such event, the Banks shall not be subject to any penalties
provided by any laws for contracting for, charging, taking, reserving or
receiving interest in excess of the Maximum Lawful Rate.

SECTION 14.8. Invalid Provisions. If any provision of the Loan
Papers is held to be illegal, invalid, or unenforceable under present or future
laws effective during the term

FIFTH RESTATED CREDIT AGREEMENT PAGE 86
93
thereof, such provision shall be fully severable, the Loan Papers shall be
construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part thereof, and the remaining provisions thereof shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance therefrom.
Furthermore, in lieu of such illegal, invalid, or unenforceable provision there
shall be added automatically as a part of the Loan Papers a provision as
similar in terms to such illegal, invalid, or unenforceable provision as may be
possible and be legal, valid and enforceable.

SECTION 14.9. Waiver of Consumer Credit Laws. Pursuant to Article
15.10(b) of Chapter 15, Subtitle 79, Revised Civil Statutes of Texas, 1925, as
amended, Borrower agrees that such Chapter 15 shall not govern or in any manner
apply to the Loans.

SECTION 14.10. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that Borrower may not
assign or otherwise transfer any of its rights under this Agreement.

(b) The Agent and Borrower may, for all purposes of this
Agreement, treat any Bank as the holder of any Note drawn to its order (and
owner of the Loans evidenced thereby) until written notice of assignment,
transfer or participation shall have been received by them. Any Bank may
transfer or assign all or any part of its interest in Loans and its interest
herein to any of its affiliates regardless of the term of such transfer or
assignment. Any Bank may transfer or assign all or any part of its interest in
Loans to any commercial bank which is a member of the Federal Reserve System
and has combined capitalized and surplus and undivided profits of not less than
$100,000,000. Notwithstanding the foregoing, no Bank shall transfer or assign
all or any part of its Loans under this Agreement to any Person other than an
affiliate of such Bank without the prior written approval of Borrower such
approval to not be unreasonably withheld.

(c) Subject to receiving the prior written consent of
Borrower, such consent to not be unreasonably withheld, each Bank shall have
the right to disclose any information in its possession regarding Borrower or
its Subsidiaries, or regarding any assets pledged to the Banks in connection
herewith to any transferee, participant, potential transferee or potential
participant of any of the Loans or any part thereof.

SECTION 14.11. TEXAS LAW. THIS AGREEMENT AND EACH NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.

SECTION 14.12. Consent to Jurisdiction; Waiver of Immunities. (a)
Except to the extent required for the exercise of the remedies provided in the
Mortgages and other security instruments, Borrower hereby irrevocably submit to
the jurisdiction of any Texas State or Federal court sitting in the Northern
District of Texas over any action or

FIFTH RESTATED CREDIT AGREEMENT PAGE 87
94
proceeding arising out of or relating to this Agreement or any other Loan
Papers, and Borrower hereby irrevocably agrees that all claims in respect of
such action or proceeding may be heard and determined in such Texas State or
Federal court. Borrower hereby irrevocably appoints Prentice-Hall Corporate
Systems, Inc. (the "Process Agent"), with an office on the date hereof at 400
N. St. Paul, Dallas, Texas 75201, as its agent to receive on behalf of
Borrower proper service of copies of the summons and complaint and any other
process which may be made by mailing or delivering a copy of such process to
Borrower (as applicable) in care of the Process Agent at the Process Agent's
above address, and Borrower hereby irrevocably authorizes and directs the
Process Agent to accept such service on their behalf. Such appointment and
authorization shall be automatically and immediately effective without the
necessity of any further action on the part of Borrower, the Agent or the Banks
in the event Borrower ceases to maintain its principal executive office in the
Dallas/Fort Worth Metropolitan area. As an alternative method of service,
Borrower also irrevocably consents to the service of any and all process in any
such action or proceeding by the mailing of copies of such process to Borrower
at its address specified in Section 14.1. Borrower agree that a final judgment
on any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

(b) Nothing in this Section 14.12 shall affect any right
of the Banks to serve legal process in any other manner permitted by law or
affect the right of any Bank to bring any action or proceeding against Borrower
or its Subsidiaries or their properties in the courts of any other
jurisdictions.

(c) To the extent that Borrower has or hereafter may
acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in
aid of execution, execution or otherwise) with respect to itself or its
property, Borrower hereby irrevocably waives such immunity in respect of their
obligations under this Agreement and the other Loan Papers.

SECTION 14.13. Counterparts; Effectiveness. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when the Agent shall have
received counterparts hereof signed by all of the parties hereto or, in the
case of any Bank as to which an executed counterpart shall not have been
received, the Agent shall have received telegraphic or other written
confirmation from such Bank of execution of a counterpart hereof by such Bank.

SECTION 14.14. No Third Party Beneficiaries. It is expressly
intended that there shall be no third party beneficiaries of the covenants,
agreements, representations or warranties herein contained other than
transferees or assignees of all or any part of any Bank's interest hereunder
permitted pursuant to Section 14.10(b).

FIFTH RESTATED CREDIT AGREEMENT PAGE 88
95
SECTION 14.15. COMPLETE AGREEMENT. THIS AGREEMENT AND THE OTHER
LOAN PAPERS COLLECTIVELY REPRESENT THE FINAL AGREEMENT BY AND AMONG THE BANKS,
THE AGENT AND BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE BANKS, THE AGENT AND
BORROWER. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE BANKS, THE AGENT
AND BORROWER.

SECTION 14.16. WAIVER OF JURY TRIAL. BORROWER AND THE BANKS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND
FOR ANY COUNTERCLAIM THEREIN.

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

BORROWER:

SNYDER OIL CORPORATION,
a Delaware corporation

By: _______________________________
Peter E. Lorenzen,
Vice President, General Counsel

777 Main Street, Suite 2500
Fort Worth, Texas 76102
Attn: James H. Shonsey
Telecopy No.: 817-882-5895

with a copy to:

Thomas J. Edelman
595 Madison Avenue
27th Floor
New York, New York 10022
Telecopy No.: 212-888-6877

BANKS: COMMITMENTS:
- ----- -----------

FIFTH RESTATED CREDIT AGREEMENT PAGE 89
96
NATIONSBANK OF TEXAS, N.A. Facility A: $120,000,000
Facility B: $30,000,000

By:____________________________________
E. Murphy Markham IV, Senior Vice President

FIFTH RESTATED CREDIT AGREEMENT PAGE 90
97
Domestic Lending Office:

NationsBank of Texas, N.A.
901 Main St.
49th Floor, NationsBank Plaza
Dallas, Texas 75202
Attn: E. Murphy Markham IV
Telecopy No.: 214-508-1286

Eurodollar Lending Office:

NationsBank of Texas, N.A.
901 Main St.
49th Floor, NationsBank Plaza
Dallas, Texas 75202
Attn: E. Murphy Markham IV
Telecopy No.: 214-508-1286

WELLS FARGO BANK, N.A. Facility A: $110,000,000
Facility B: $27,500,000

By:________________________________
Charles D. Kirkham, Vice President

Domestic Lending Office:

Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, California 94103
Attn: Ronnie Christian
Telecopy No.: 415-989-4319

Eurodollar Lending Office:

Wells Fargo Bank, N.A.
420 Montgomery Street
San Francisco, California 94103
Attn: Cherri Rodgers
Telecopy No.: 213-627-8228

FIFTH RESTATED CREDIT AGREEMENT PAGE 91
98
TEXAS COMMERCE BANK NATIONAL ASSOCIATION Facility A: $110,000,000
Facility B: $27,500,000

By: ___________________________________
W. Paschall Tosch, Senior Vice President

Domestic Lending Office:

Texas Commerce Bank National Association
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201
Attn: Timothy E. Perry, Vice President
Telecopy No.: 214-922-2389

Eurodollar Lending Office:

Texas Commerce Bank National Association
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201
Attn: Timothy E. Perry, Vice President
Telecopy No.: 214-922-2389

BANK ONE TEXAS, N.A., Facility A: $60,000,000
Facility B: $15,000,000

By:________________________________
Brad Bartek, Vice President

Domestic Lending Office:

Bank One, Texas, N.A.
500 Throckmorton
P.O. Box 2050
Ft. Worth, Texas 76113
Telecopy No.: 817-884-5622

FIFTH RESTATED CREDIT AGREEMENT PAGE 92
99
Eurodollar Lending Office:

Bank One, Texas, N.A.
500 Throckmorton
P.O. Box 2050
Ft. Worth, Texas 76113
Telecopy No.: 817-884-5622

AGENT:

NATIONSBANK OF TEXAS, N.A.

By:________________________________
E. Murphy Markham IV, Senior Vice President

901 Main St., 49th Floor
Dallas, Texas 75202
Attn: E. Murphy Markham IV
Telecopy No.: 215-508-1286

FIFTH RESTATED CREDIT AGREEMENT PAGE 93
100
Exhibit A

CERTIFICATE OF EFFECTIVENESS

This Certificate of Effectiveness (the "Certificate") is executed the
__ day of ________, 1994 by and between Snyder Oil Corporation ("Borrower") and
NationsBank of Texas, N.A., as Agent for the Banks under and as defined in that
certain Fifth Restated Credit Agreement (the "Agreement") dated as of the 30th
day of June, 1994 by and among Borrower, Agent and the banks named therein.
This Certificate is executed pursuant to Section 6.1 of the Agreement. This
Certificate is the "Certificate of Effectiveness" therein referenced. Unless
otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Agreement. The
Borrower and the Agent on behalf of itself and the Banks hereby acknowledge and
agree as follows:

1. Except as set forth in that certain letter agreement by and
between Borrower and Agent of even date herewith, Borrower has
satisfied each condition precedent to the effectiveness of the
Agreement contained in Section 6.1 of the Agreement.

2. The Agreement is effective as of the date hereof.

Executed and effective as of the date and year first above written.

NATIONSBANK OF TEXAS, N.A.,
as Agent for the Banks

___________________________________________
E. Murphy Markham IV,
Senior Vice President

SNYDER OIL CORPORATION

___________________________________________
Peter Lorenzen
Vice President, General Counsel

FIFTH RESTATED CREDIT AGREEMENT PAGE 94
101
Exhibit B-1
FORM OF COMPETITIVE BID REQUEST

NationsBank of Texas, N.A., as Agent for
the Banks parties to the Credit Agreement referred to below
901 Main Street
Dallas, Texas 75202

Dear Sirs:

Reference is made to the Fifth Restated Credit Agreement dated as of
June 30, 1994 (as said Credit Agreement may from time to time be amended, the
"Credit Agreement"), among the undersigned, the Banks named therein, and
NationsBank of Texas, N.A., as Agent. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The undersigned hereby gives you notice pursuant to Section
2.3.1 of the Credit Agreement that it requests a Competitive Bid Borrowing
under the Credit Agreement, and in that connection sets forth the terms on
which such Competitive Bid Borrowing is requested to be made:

(A) Borrowing Date of Competitive Bid Borrowing
(which is a (Eurodollar/Domestic) Business Day)

(B) Type of Competitive Bid Borrowing(1)

(D) Interest rate basis(3)

(E) Interest Period and the last day thereof(4)

____________________

(1) Competitive Bid Borrowing comprised of Facility A Loans or Facility
B Loans.

(2) If the Competitive Bid Borrowing is to be comprised of Facility A
Loans, not less than $5,000,000 or greater than the unused Total
Facility A Commitment and in integral multiples of $500,000 and
if the Competitive Bid Borrowing is to be comprised of Facility B
Loans, not less than $5,000,000 or greater than the Unused
Facility B Availability and in integral multiples of $500,000.

(3) Eurodollar Loan or Fixed Rate Loan.

(4) Which shall have a duration (i) in the case of the Eurodollar
Loan, of one, two, three, six, nine or twelve months, and (ii)
in the case of a Fixed Rate Loan, of not less than 7 calendar
days nor more than 360 calendar days, and which, in either case,
shall end not later than the applicable Facility A Termination
Date or Facility B Termination Date, as the case may be.

FIFTH RESTATED CREDIT AGREEMENT PAGE 95
102
By delivery of this Competitive Bid Request and the acceptance
of any or all of the Competitive Bid Loans offered by the Banks in
response to this Competitive Bid Request, the undersigned shall be
deemed to have represented and warranted that the applicable
conditions to lending specified in Article VI of the Credit Agreement
have been satisfied with respect to the Competitive Bid Borrowing
requested hereby.

Very truly yours.

SNYDER OIL CORPORATION

By:_____________________________________
Name:___________________________________
Title:__________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 96
103
Exhibit B-2

FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST

(Name of Bank)
(Address of Bank)
(Date)
Attention:

Dear Sirs:

Reference is made to the Fifth Restated Credit Agreement dated as of
June 30, 1994 (as said Credit Agreement may from time to time be amended, the
"Credit Agreement"), among Snyder Oil Corporation (the "Company"), the Banks
named therein, and the undersigned, as Agent. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement. The Company delivered a Request for Competitive Bids
requesting a Competitive Bid on ________________ ___________, 19____ pursuant
to Section 2.3.1(a) of the Credit Agreement, and in that connection your are
invited to submit a Competitive Bid by (Date)/(Time) .(5) Your
Competitive Bid must comply with Section 2.3.1(b) of the Credit Agreement, and
the terms set forth below on which the Notice of Competitive Bid Borrowing was
made:

(A) Date of Competitive Bid Borrowing ______________________

(B) Principal Amount of Competitive Bid Borrowing ______________________

(D) Interest rate basis ______________________

(E) Interest Period and the last day thereof ______________________

____________________

5 The Competitive Bid must be received by the Agent (i) in the case
of Eurodollar Loans, not later than 12:00 noon, (Dallas, Texas
time), four Business Days before a proposed Competitive Bid
Borrowing, and (ii) in the case of Fixed Rate Loans, not later
than 9:00 a.m., (Dallas, Texas time), one Business Day
before a proposed Competitive Bid Borrowing.

6 Facility A Loans or Facility B Loans.

FIFTH RESTATED CREDIT AGREEMENT PAGE 97
104
Very truly yours.

NATIONSBANK OF TEXAS, N.A., Agent

By:_____________________________________
Name:___________________________________
Title:__________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 98
105
FORM OF COMPETITIVE BID Exhibit B-3

NationsBank of Texas, N.A.
Agent for the Banks referred to below
901 Main Street
Dallas, Texas 75202
(Date)

Dear Sirs:

The undersigned, (Name of Bank), refers to the Fifth Restated Credit
Agreement dated as of June 30, 1994 (as said Credit Agreement may from time to
time be amended, the "Credit Agreement"), among Snyder Oil Corporation (the
"Company"), the Banks named therein, and NationsBank of Texas, N.A., as Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to such terms in the Credit Agreement. The undersigned
hereby makes a Competitive Bid pursuant to Section 2.3.1(b) of the Credit
Agreement, in response to the Request for Competitive Bids (the "Competitive
Bid Request") made by the Company on ______________, 19___, and in that
connection sets forth below the terms on which the such Competitive Bid is
made:

(A) Type of Competitive Bid Loan(7) _______________________

(B) Interest Rate Basis(8) _______________________

(D) Principal Amount(9) _______________________

(E) Competitive Bid Margin(10) _______________________

(F) Interest Period and the last _______________________
day thereof(11)

____________________

(7) Facility A Loan or Facility B Loan.

(8) Eurodollar Loan or CD Rate Loan.

(9) In the case of Facility A Loans, not less than $1,000,000
or greater than such Bank's Facility A Commitment reduced by
such Bank's Adjusted Facility A Commitment Percentage of the
Facility A Outstandings and in integral multiples of $500,000. In
the case of Facility B Loans, not less than $1,000,000 or greater
than such Bank's Adjusted Facility B Percentage of the Unused
Facility B Availability and in integral multiples of
$500,000. Multiple bids will be accepted by the Agent

(10) i.e., the Adjusted London Interbank Offered Rate plus ___% in
the case of Eurodollar Loans or ______% in the case of Fixed Rate
Loans (in each case expressed in the form of a decimal to no
more than four decimal places).

(11) The Interest Period must be the Interest Period
specified in the Competitive Bid Request.

FIFTH RESTATED CREDIT AGREEMENT PAGE 99
106
The undersigned hereby confirms that it is prepared to extend credit
to the Company upon acceptance by the Company of this bid in accordance with
Section 2.3.1(d) of the Credit Agreement. The undersigned hereby represents
that the sum of (i) the aggregate outstanding principal amount of all Committed
( ) Facility A ( ) Facility B Loans made by it, plus (ii) the aggregate
outstanding principal amount of all Competitive Bid ( ) Facility A ( ) Facility
B Loans made by it (after giving effect to this Competitive Bid) does not
exceed the undersigned's ( ) Facility A ( ) Facility B Commitment.

Very truly yours.

(NAME OF BANK)

By:_____________________________________
Name:___________________________________
Title:__________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 100
107
Exhibit B-4

REQUEST FOR COMMITTED LOANS

Reference is made to that certain Fifth Restated Credit Agreement
dated as of June 30, 1994, (as from time to time amended, the "Agreement") by
and among Snyder Oil Corporation ("Borrower"), NationsBank of Texas, N.A., as
Agent ("Agent"), and certain other Banks named therein. Terms which are
defined in the Agreement and which are used but not defined herein are used
herein with the meanings given them in the Agreement. Pursuant to the terms of
the Agreement, Borrower hereby requests each Bank to make a ( ) Committed
Facility A ( ) Committed Facility B Loan to Borrower in the amount allocated to
such Bank pursuant to Section 2.1(a) or 2.2(a) of the Agreement (as applicable)
of the full amount of the Borrowing requested hereby, said amount being
$___________________________ to be advanced on ________________________,
19___.

Borrower requests that the Committed Loans to be made hereunder shall
be Base Rate Loans, CD Rate Loans and/or Eurodollar Loans and shall have the
interest Periods all as set forth below:

Type of Loan Aggregate Amount Interest Period
------------ ---------------- ---------------

Borrower and the officer of Borrower signing this instrument hereby
certify that:

(a) Such officer is the duly elected, qualified and acting
officer of Borrower as indicated below such officer signature hereto;

(b) The representations and warranties of borrower set forth
in the Agreement and the Loan Papers delivered to Banks are true and
correct on and as of the date hereof, with the same effect as thought
such representations and warranties had been made on and as of the
date hereof or, if such representations and warranties are expressly
limited to particular dates, as of such particular dates. No material
changes have occurred in the financial condition of Borrower or any of
its Subsidiaries since the date of the last financial reports
delivered to Banks pursuant to Section 8.1 of the Agreement.

(c) There does not exist on the date hereof, any condition or
event which constitutes a Default, nor will any such Default exist
upon Borrower's receipt and

FIFTH RESTATED CREDIT AGREEMENT PAGE 101
108
application of the proceeds requested hereby. Borrower will use the
proceeds hereby requested in compliance with the applicable provisions
of the Agreement.

(d) Borrower has performed and complied with all agreements
and conditions in the Agreement required to be performed or complied
with by Borrower on or prior to the date hereof, and each of the
conditions precedent to making of Loans contained in the Agreement
remain satisfied in all material respects.

(e) After the making of the Committed Loans requested hereby,
(i) Borrower's Consolidated Senior Debt will not be in excess of the
Total Borrowing Base on the date requested for the making of such
Committed Loans, (ii) Borrower's Adjusted Consolidated Senior Debt
will not exceed the Facility A Borrowing Base, and (iii) The Facility
A Outstandings shall not exceed the Facility A Borrowing Base.

IN WITNESS WHEREOF, this instrument is executed as of _________, 19___.

SNYDER OIL CORPORATION
a Delaware corporation

By:_______________________________
Its:______________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 102
109
Exhibit C-1
COMMITTED FACILITY A NOTE

$_______________ Dallas, Texas July 5, 1994

FOR VALUED RECEIVED, the undersigned, Snyder Oil Corporation, a
Delaware corporation ("Maker"), hereby promises to pay to the order of (Name of
Bank or Lending Office) ("Payee"), at the offices of NationsBank of Texas,
N.A., as Agent (herein so called) for Payee and the other Banks hereinafter
described at the offices of Agent, 901 Main St., 49th Floor, Dallas, Texas
75202, Dallas County, Texas, the principal sum of (Amount of such Bank's
Facility A Commitment) ($___________), or so much thereof as may be advanced
and outstanding, together with interest, as hereinafter described.

This Committed Facility A Note has been executed and delivered
pursuant to, and is subject to and governed by, the terms of that certain Fifth
Restated Credit Agreement dated as of June 30, 1994 (as hereafter renewed,
extended, amended, or supplemented, the "Agreement") among Maker, Payee, and
the other Banks named therein and is one of the "Committed Facility A Notes"
referred to therein. Unless otherwise defined herein or unless the context
hereof otherwise requires, each term used herein with its initial letter
capitalized has the meaning given to such term in the Agreement.

Maker also promises to pay interest on the unpaid principal amount
hereof in like money at the offices of Agent above referenced from the date
hereof at the rates applicable to Committed Facility A Loans provided in the
Agreement.

Upon and subject to the terms and conditions of the Agreement, Maker
shall be entitled to prepay the principal of or interest on this Committed
Facility A Note from time to time and at any time, in whole or in part.

FIFTH RESTATED CREDIT AGREEMENT PAGE 103
110
(provided that, upon the occurrence of certain Events of Default, and upon the
conditions stated in the Agreement, such acceleration shall be automatic),
without notice (except as otherwise required by the Agreement), demand, or
presentment, all of which are hereby waived, and the holder hereof shall have
the right to offset against this Note any sum or sums owed by the holder hereof
to Maker. All past-due principal of and, to the extent permitted by law,
accrued interest on this Committed Facility A Note shall, at the option of the
holder hereof, bear interest at the lesser of (a) the Maximum Lawful Rate and
(b) the Base Rate plus 4% until paid.

Notwithstanding the foregoing, if at any time, any rate of interest
calculated under Section 2.6(a), (b) or (c) of the Agreement (the "Contract
Rate") exceeds the Maximum Lawful Rate, the rate of interest hereunder shall be
limited to the Maximum Lawful Rate, but any subsequent reductions in the
Contract Rate shall not reduce the rate of interest on this Committed Facility
A Note below the Maximum Lawful Rate until the total amount of interest accrued
equals the amount of interest which would have accrued (including the amount of
interest which would have accrued prior to the payment or prepayment of any
portion of this Committed Facility A Note) if the Contract Rate had at all
times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of this Committed Facility A Note, the total
amount of interest paid or accrued on this Committed Facility A Note is less
than the amount of interest which would have accrued if the Contract Rate had
at all times been in effect with respect thereto, then at such time the Maker
shall pay to the holder of this Committed Facility A Note an amount equal to
the difference between (a) the lesser of the amount of interest which would
have accrued if the Contract Rate had at all times been in effect and the
amount of interest which would have accrued if the Maximum Lawful Rate had at
all times been in effect, and (b) the amount of interest actually paid or
accrued on this Facility A Note.

SNYDER OIL CORPORATION,
a Delaware corporation

By:_____________________________________

Its:____________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 104
111
COMMITTED FACILITY A LOANS, MATURITIES, AND
PAYMENTS OF PRINCIPAL AND INTEREST

Rate of
Interest
Amount of Maturity of Applicable to
Committed Committed Committed Amount of Amount of Unpaid
Borrowing Facility A Facility A Facility A Principal Interest Principal Notation Made
Date Loan Loan Loan Paid Paid Balance By
--------- ----------- ----------- ------------- --------- --------- --------- -------------

FIFTH RESTATED CREDIT AGREEMENT PAGE 105
112
Exhibit C-2
COMPETITIVE BID FACILITY A NOTE

$_______________ Dallas, Texas July 5, 1994

This Competitive Bid Facility A Note has been executed and delivered
pursuant to, and is subject to and governed by, the terms of that certain Fifth
Restated Credit Agreement dated as of June 30, 1994 (as hereafter renewed,
extended, amended or supplemented, the "Agreement") among Maker, Payee, and the
other Banks named therein and is one of the "Competitive Bid Facility A Notes"
referred to therein. Unless otherwise defined herein or unless the context
hereof otherwise requires, each term used herein with its initial letter
capitalized has the meaning given to such term in the Agreement.

Maker also promises to pay interest on the unpaid principal amount
hereof in like money at the offices of Agent above referenced from the date
hereof at the rates provided in the Agreement applicable to Competitive Bid
Facility A Loans and in the applicable Competitive Bids under which Competitive
Bid Facility A Loans outstanding hereunder are made.

Accrued interest shall be due and payable on the expiration of each
Interest Period with respect to those Loans which are subject to the Interest
Period then expiring. The principal balance of the Competitive Bid Facility A
Loans evidenced by this Competitive Bid Facility A Note shall be paid at the
times and in the amounts required by Sections 2.10(a), 3.2, 4.5 and 10.4 of the
Agreement. The entire outstanding principal balance hereof and all accrued but
unpaid interest therein shall be due and payable in full on the Facility A
Termination Date. The amount and type of each Competitive Bid Facility A Loan
made by the Bank to the Maker and the maturity thereof, the rate of interest
applicable thereto and all payments made on account of principal and interest
hereof, shall be recorded by the Bank and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Competitive Bid
Facility A Note.

FIFTH RESTATED CREDIT AGREEMENT PAGE 106
113
Upon and subject to the terms and conditions of the Agreement, Maker
shall be entitled to prepay the principal of or interest on this Competitive
Bid Facility A Note from time to time and at any time, in whole or in part.

Upon the occurrence and continuance of an Event of Default, and upon
the conditions stated in the Agreement, the holder hereof may, at its option,
declare the entire unpaid principal of and accrued interest on this Note
immediately due and payable (provided that, upon the occurrence of certain
Events of Default, and upon the conditions stated in the Agreement, such
acceleration shall be automatic), without notice (except as otherwise required
by the Agreement), demand, or presentment, all of which are hereby waived, and
the holder hereof shall have the right to offset against this Note any sum or
sums owed by the holder hereof to Maker. All past-due principal of and, to the
extent permitted by law, accrued interest on this Competitive Bid Facility A
Note shall, at the option of the holder hereof, bear interest at the lesser of
(a) the Maximum Lawful Rate and (b) the Base Rate plus 4% until paid.

Notwithstanding the foregoing, if at any time, any rate of interest
calculated under Section 2.6(b) or (d) of the Agreement (the "Contract Rate")
exceeds the Maximum Lawful Rate, the rate of interest hereunder shall be
limited to the Maximum Lawful Rate, but any subsequent reductions in the
Contract Rate shall not reduce the rate of interest on this Competitive Bid
Facility A Note below the Maximum Lawful Rate until the total amount of
interest accrued equals the amount of interest which would have accrued
(including the amount of interest which would have accrued prior to the payment
or prepayment of any portion of this Competitive Bid Facility A Note) if the
Contract Rate had at all times been in effect. In the event that at maturity
(stated or by acceleration), or at final payment of this Competitive Bid
Facility A Note, the total amount of interest paid or accrued on this
Competitive Bid Facility A Note is less than the amount of interest which would
have accrued if the Contract Rate had at all times been in effect with respect
thereto, then at such time the Maker shall pay to the holder of this
Competitive Bid Facility A Note an amount equal to the difference between (a)
the lesser of the amount of interest which would have accrued if the Contract
Rate had at all times been in effect and the amount of interest which would
have accrued if the Maximum Lawful Rate had at all times been in effect, and
(b) the amount of interest actually paid or accrued on this Facility A Note.

SNYDER OIL CORPORATION,
a Delaware corporation

By:_______________________________
Its:______________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 107
114
COMPETITIVE BID FACILITY A LOANS, MATURITIES,
AND PAYMENTS OF PRINCIPAL AND INTEREST

Amount of Maturity of Rate of Interest
Competitive Competitive Applicable to Amount of Amount of Unpaid
Borrowing Bid Facility A Bid Facility Competitive Bid Principal Interest Principal Notation Made
Date Loan A Loan Facility A Loan Paid Paid Balance By
--------- -------------- ------------ ---------------- --------- --------- --------- -------------

FIFTH RESTATED CREDIT AGREEMENT PAGE 108
115
Exhibit D-1

COMMITTED FACILITY B NOTE

$_____________ Dallas, Texas July 5, 1994

FOR VALUED RECEIVED, the undersigned, Snyder Oil Corporation, a
Delaware corporation ("Maker"), hereby promises to pay to the order of (Name of
Bank or Lending Office) ("Payee"), at the offices of NationsBank of Texas,
N.A., as Agent (herein so called) for Payee and the other Banks hereinafter
described at the offices of Agent, 901 Main St., 49th Floor, Dallas, Texas,
75202, Dallas County, Texas, the principal sum of (Amount of such Bank's
Facility B Commitment) ($_____________), or so much thereof as may be advanced
and outstanding, together with interest, as hereinafter described.

This Committed Facility B Note has been executed and delivered
pursuant to, and is subject to and governed by, the terms of that certain Fifth
Restated Credit Agreement dated June 30, 1994, (as hereafter renewed, extended,
amended, or supplemented, the "Agreement"), among Maker, Payee, and the other
Banks named therein and is one of the "Committed Facility B Notes" referred to
therein. Unless otherwise defined herein or unless the context hereof
otherwise requires, each term used herein with its initial letter capitalized
has the meaning given to such term in the Agreement.

Upon and subject to the terms and conditions of the Agreement, Maker
shall be entitled to prepay the principal of or interest on this Committed
Facility B Note from time to time and at any time, in whole or in part.

FIFTH RESTATED CREDIT AGREEMENT PAGE 109
116
hereby waived, and the holder hereof shall have the right to offset against
this Committed Facility B Note any sum or sums owed by the holder hereof to
Maker. All past-due principal of and, to the extent permitted by law, accrued
interest on this Committed Facility B Note shall, at the option of the holder
hereof, bear interest at the lesser of (a) the Maximum Lawful Rate and (b) the
Base Rate plus 4% until paid.

Notwithstanding the foregoing, if at any time, any rate of interest
calculated under Section 2.6(a), (b) or (c) of the Agreement (the "Contract
Rate") exceeds the Maximum Lawful Rate, the rate of interest hereunder shall be
limited to the Maximum Lawful Rate, but any subsequent reductions in the
Contract Rate shall not reduce the rate of interest on this Committed Facility
B Note below the Maximum Lawful Rate until the total amount of interest accrued
equals the amount of interest which would have accrued (including the amount of
interest which would have accrued prior to the payment or prepayment of any
portion of this Committed Facility B Note) if the Contract Rate had at all
times been in effect. In the event that at maturity (stated or by
acceleration), or at final payment of this Committed Facility B Note, the total
amount of interest paid or accrued on this Committed Facility B Note is less
than the amount of interest which would have accrued if the Contract Rate had
at all times been in effect with respect thereto, then at such time the Maker
shall pay to the holder of this Committed Facility B Note an amount equal to
the difference between (a) the lesser of the amount of interest which would
have accrued if the Contract Rate had at all times been in effect and the
amount of interest which would have accrued if the Maximum Lawful Rate had at
all times been in effect, and (b) the amount of interest actually paid or
accrued on this Committed Facility B Note.

SNYDER OIL CORPORATION,
a Delaware corporation

By:_______________________________

Its:______________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 110
117
COMMITTED FACILITY B LOANS, MATURITIES, AND
PAYMENTS OF PRINCIPAL AND INTEREST

Rate of
Interest
Amount of Maturity of Applicable to
Committed Committed Committed Amount of Amount of Unpaid
Borrowing Facility B Facility B Facility B Principal Interest Principal Notation Made
Date Loan Loan Loan Paid Paid Balance By
--------- ---------- ----------- ------------- --------- --------- --------- -------------

FIFTH RESTATED CREDIT AGREEMENT PAGE 111
118
Exhibit D-2
COMPETITIVE BID FACILITY B NOTE

$_______________ Dallas, Texas July 5, 1994

FOR VALUED RECEIVED, the undersigned, Snyder Oil Corporation, a
Delaware corporation ("Maker"), hereby promises to pay to the order of (Name of
Bank or Lending Office) ("Payee"), at the offices of NationsBank of Texas,
N.A., as Agent (herein so called) for Payee and the other Banks hereinafter
described at the offices of Agent, 901 Main St., 49th Floor, Dallas, Texas
75202, Dallas County, Texas, the principal sum of (Amount of such Bank's
Facility B Commitment) ($___________), or so much thereof as may be advanced
and outstanding, together with interest, as hereinafter described.

This Competitive Bid Facility B Note has been executed and delivered
pursuant to, and is subject to and governed by, the terms of that certain Fifth
Restated Credit Agreement dated June 30, 1994, (as hereafter renewed, extended,
amended, or supplemented the "Agreement") among Maker, Payee, and the other
Banks named therein and is one of the "Competitive Bid Facility B Notes"
referred to therein. Unless otherwise defined herein or unless the context
hereof otherwise requires, each term used herein with its initial letter
capitalized has the meaning given to such term in the Agreement.

Maker also promises to pay interest on the unpaid principal amount
hereof in like money at the offices of Agent above referenced from the date
hereof at the rates applicable to Competive Bid Facility A Loans provided in
the Agreement and in the applicable Competitive Bids under which Competitive
Bid Facility B Loans outstanding hereunder are made.

Accrued interest shall be due and payable on the expiration of each
Interest Period with respect to those Loans which are subject to the Interest
Period then expiring. The principal balance of the Competitive Bid Facility B
Loans evidenced by this Competitive Bid Facility A Note shall be paid at the
times and in the amounts required by Sections 2.10(a), 3.2, 4.5 and 10.4 of the
Agreement. The entire outstanding principal balance hereof and all accrued but
unpaid interest therein shall be due and payable in full on the Facility B
Termination Date. The amount and type of each Competitive Bid Facility B Loan
made by the Bank to the Maker and the maturity thereof, the rate of interest
applicable thereto and all payments made on account of principal and interest
hereof, shall be recorded by the Bank and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Competitive Bid
Facility B Note.

FIFTH RESTATED CREDIT AGREEMENT PAGE 112
119
Upon and subject to the terms and conditions of the Agreement, Maker
shall be entitled to prepay the principal of or interest on this Competitive
Bid Facility B Note from time to time and at any time, in whole or in part.

Upon the occurrence and continuance of an Event of Default, and upon
the conditions stated in the Agreement, the holder hereof may, at its option,
declare the entire unpaid principal of and accrued interest on this Note
immediately due and payable (provided that, upon the occurrence of certain
Events of Default, and upon the conditions stated in the Agreement, such
acceleration shall be automatic), without notice (except as otherwise required
by the Agreement), demand, or presentment, all of which are hereby waived, and
the holder hereof shall have the right to offset against this Note any sum or
sums owed by the holder hereof to Maker. All past-due principal of and, to the
extent permitted by law, accrued interest on this Competitive Bid Facility B
Note shall, at the option of the holder hereof, bear interest at the lesser of
(a) the Maximum Lawful Rate and (b) the Base Rate plus 4% until paid.

Notwithstanding the foregoing, if at any time, any rate of interest
calculated under Section 2.6(a), (b) or (c) of the Agreement (the "Contract
Rate") exceeds the Maximum Lawful Rate, the rate of interest hereunder shall be
limited to the Maximum Lawful Rate, but any subsequent reductions in the
Contract Rate shall not reduce the rate of interest on this Competitive Bid
Facility B Note below the Maximum Lawful Rate until the total amount of
interest accrued equals the amount of interest which would have accrued
(including the amount of interest which would have accrued prior to the payment
or prepayment of any portion of this Competitive Bid Facility B Note) if the
Contract Rate had at all times been in effect. In the event that at maturity
(stated or by acceleration), or at final payment of this Competitive Bid
Facility B Note, the total amount of interest paid or accrued on this
Competitive Bid Facility B Note is less than the amount of interest which would
have accrued if the Contract Rate had at all times been in effect with respect
thereto, then at such time the Maker shall pay to the holder of this
Competitive Bid Facility B Note an amount equal to the difference between (a)
the lesser of the amount of interest which would have accrued if the Contract
Rate had at all times been in effect and the amount of interest which would
have accrued if the Maximum Lawful Rate had at all times been in effect, and
(b) the amount of interest actually paid or accrued on this Facility B Note.

SNYDER OIL CORPORATION,
a Delaware corporation

By:_______________________________

Its:______________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 113
120
COMPETITIVE BID FACILITY B LOANS, MATURITIES,
AND PAYMENTS OF PRINCIPAL AND INTEREST

Amount of Maturity of Rate of Interest
Competitive Competitive Applicable to Amount of Amount of Unpaid
Borrowing Bid Facility B Bid Facility Competitive Bid Principal Interest Principal Notation Made
Date Loan B Loan Facility B Loan Paid Paid Balance By
--------- -------------- ------------ ---------------- --------- --------- --------- -------------

FIFTH RESTATED CREDIT AGREEMENT PAGE 114
121
Exhibit E

CERTIFICATE OF OWNERSHIP INTEREST

This Certificate of Ownership Interest (this "Certificate") is
executed and delivered pursuant to that certain Fifth Restated Credit Agreement
dated June 30, 1994 but effective for all purposes as of July 5, 1994 (the
"Agreement"), by and among Snyder Oil Corporation, as Borrower, NationsBank of
Texas, N.A., as Agent and certain other Banks named therein. Unless otherwise
defined herein, all capitalized terms shall have the meanings given such terms
in the Agreement.

In order to induce each Bank to enter into the Agreement and to make
Loans thereunder, Borrower hereby represents and warrants to each Bank that (a)
with the exception of (i) oil and gas properties and Related Assets which are
clearly identified as being owned by Unrestricted Subsidiaries, and (ii) oil
and gas properties and Related Assets the disposition of which was permitted
under Section 9.5 of the Existing Credit Agreement, Borrower and the Restricted
Subsidiaries hold valid and indefeasible title, beneficially and of record,
subject only to Permitted Encumbrances, to the working interests and net
revenue interests in and to all material oil and gas properties which are set
forth in the most recent Reserve Report delivered to Banks pursuant to the
Existing Credit Agreement, and (b) Borrower and the Restricted Subsidiaries
hold valid and indefeasible title, subject only to Permitted Encumbrances, to
all material Related Assets which are the subject of the most recent Related
Asset Report delivered to the Banks pursuant to the Existing Credit Agreement.

Borrower acknowledges and agrees that the Banks are relying on this
Certificate and the representations and warranties hereon contained in entering
into the Agreement and committing to make Loans thereunder, and but for
Borrower's execution and delivery of this Certificate, Banks would not enter
into the Agreement and commit make Loans to Borrower thereunder.

Executed the ____ day of _______, 1994.

SNYDER OIL CORPORATION,
a Delaware corporation

By:_____________________________________
Its:____________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 115
122
SCHEDULE 1

SUBSIDIARIES OF SNYDER OIL CORPORATION
as of June 30, 1994

Snyder Oil Corporation, a Delaware corporation

1. SOCO Holdings, Inc., a Delaware corporation

a. Mexican Flats Service Company, a Delaware corporation
b. Western Transmission Corporation, a Delaware corporation
c. Wyoming Gathering and Production Company, a Delaware
corporation
d. Snyder Acquisition Corporation, a Texas corporation
e. Snyder Gas Marketing, Inc., a Delaware corporation

2. Institutional Services, Inc., a Delaware corporation

3. SOCO Thomasville, Inc., a Delaware corporation

a. Snyder 3300 Limited Partnership, a Texas limited
partnership
b. Snyder Sourgasco Limited Partnership, a Texas limited
partnership

4. Thomasville Energy Corporation, a Delaware corporation

5. SOCO Technologies, Inc., a Delaware corporation

6. SOCO Wattenberg Corporation, a Delaware corporation

7. SOCO California Properties, Inc., a Delaware corporation

8. SOCO International, Inc., a Delaware corporation

a. SOCO Tunisia, Inc. a Delaware corporation
b. SOCO Perm Russia, Inc., a Delaware corporation
c. SOCO Mongolia, Inc., a Delaware corporation
d. SOCO Australia Limited, a British Virgin Islands
corporation

(i) SOCO Australia Pty Limited, an Australian corporation

9. Snyder Fluid Technologies, Inc., a Delaware corporation

10. SOCO Gas Systems, Inc., a Delaware corporation

FIFTH RESTATED CREDIT AGREEMENT PAGE 116