1
Exhibit 10.2

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U.S. $750,000,000

364-DAY COMPETITIVE ADVANCE/REVOLVING CREDIT AGREEMENT

Among

UNION PACIFIC RESOURCES GROUP INC.,
as Borrower

CHASE BANK OF TEXAS, N.A.,
as Administrative Agent

and

THE BANKS NAMED HEREIN,
as Banks

Dated as of October 27, 1998

-----------------------------------

CHASE SECURITIES INC.,
as Arranger

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TABLE OF CONTENTS

Page
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ARTICLE I

Definitions and Accounting Terms
--------------------------------

SECTION 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.03. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 1.04. Number and Gender of Words . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE II

Amounts and Terms of the Advances
---------------------------------

SECTION 2.01. The Contract Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.02. Making the Contract Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.03. The Competitive Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 2.04. Conversion and Continuation
of Contract Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.05. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.06. Reduction or Termination of the
Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.07. Repayment of Advances; Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.08. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.09. Alternate Rate of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.10. Optional Extension of Termination
Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.11. Increased Costs; Increased Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 2.12. Additional Interest on Eurodollar
Rate Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 2.13. Change in Legality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.14. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.15. Taxes on Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 2.16. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.17. Removal of a Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 2.18. Extension of Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE III

Conditions of Lending
---------------------

SECTION 3.01. Conditions Precedent to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 3.02. Conditions Precedent to Each
Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

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Contents p. 2

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ARTICLE IV

Representations and Warranties . . . . . . . . . . . . . . . . . . . . 43
------------------------------

ARTICLE V

Covenants of the Borrower
-------------------------

SECTION 5.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 5.02. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE VI

Events of Default . . . . . . . . . . . . . . . . . . . . . . . 57
-----------------

ARTICLE VII

The Administrative Agent
------------------------

SECTION 7.01. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 7.02. Administrative Agent's
Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 7.03. Administrative Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 7.04. Bank Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 7.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 7.06. Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE VIII

Miscellaneous
-------------

SECTION 8.01. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.02. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 8.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.04. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 8.05. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 8.06. Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 8.07. Assignments and Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 8.08. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 8.09. Exceptions to Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 8.10. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 8.11. Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 8.12. Maximum Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 8.13. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

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SECTION 8.14. Not in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 8.15. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 8.16. Syndication Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 8.17. ENTIRETY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 8.18. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

Exhibits
- --------

Exhibit A-1 Form of Notice of Contract Borrowing
Exhibit A-2 Form of Notice of Competitive Borrowing
Exhibit A-3 Form of Notice of Competitive Bid Request
Exhibit A-4 Form of Competitive Bid
Exhibit A-5 Form of Competitive Bid Acceptance/Reject Letter
Exhibit B Form of Assignment and Acceptance Agreement
Exhibit C-1 Form of Opinion of Borrower's Counsel
Exhibit C-2 Form of Opinion of Borrower's New York Counsel

Schedules
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Schedule I Banks, Lending Offices and Commitments
Schedule II Principal Subsidiaries
Schedule III Existing Liens
Schedule IV Letters of Credit
Schedule V Outstanding Banker's Acceptances

This 364-DAY COMPETITIVE ADVANCE/REVOLVING
CREDIT AGREEMENT is entered into as of October 27,
1998, among UNION PACIFIC RESOURCES GROUP INC., a
Utah corporation (the "Borrower"), the Banks (as
hereinafter defined), and CHASE BANK OF TEXAS, N.A.,
as Administrative Agent (as hereinafter defined).

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

"Accepting Banks" has the meaning specified in Section
2.10(a)(i).

"Administrative Agent" means Chase Bank of Texas, N.A. and its
permitted successor or successors as administrative agent for the Banks under
this Agreement.

"Advance" means any Contract Advance or Competitive Advance.

"Affiliate" of a Person means any other individual or entity
who directly or indirectly controls, is controlled by, or is under common
control with that Person; provided that, for purposes of Article IV(k) and
Section 5.02(g) hereof, the Subsidiaries of Borrower shall not be considered
Affiliates of the Borrower or any Subsidiary (including any Restricted
Subsidiary), and Borrower shall not be considered an Affiliate of a Subsidiary
(including any Restricted Subsidiary). For purposes of such definition,
"control," "controlled by," and "under common control with" mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person (whether through ownership
of voting securities or other interests, by contract or otherwise).

"Agreement" means this Agreement, as amended, modified and
supplemented from time to time, including, without limitation, any such
supplement in respect of Competitive Advances under Section 2.03.

"Alternate Base Rate" means, for any day, a rate per annum
equal to the lesser of (a) the Maximum Rate and (b) the greatest of (i) the
Prime Rate in effect on such day, (ii) the Base CD Rate in effect on such day
plus 1% and (iii) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. For purposes hereof, "Prime Rate" means the rate of interest per
annum, publicly announced from time to time by the Administrative Agent as its
prime rate in effect at its principal office in New York City (which prime rate
may not necessarily represent the lowest or best rate actually charged to a
customer); each change in the Prime Rate shall be effective on the date such
change is publicly announced as effective. "Base CD Rate" means the sum of (a)
the product of (i) the Three-Month Secondary CD Rate and (ii) 1.00 plus the
Domestic Reserve Percentage and (b) the Assessment Rate. "Three-Month
Secondary CD Rate" means, for any day, the secondary market rate for
three-month certificates of deposit reported as being in effect on such day
(or, if such day shall not be a Business Day, the next preceding Business Day)
by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate shall not be so reported on such day
or such next preceding Business Day, the average (rounded upwards, if
necessary, to the next 1/16 of 1%) of the secondary market quotations for
three-month certificates of deposit of major money center banks received at
approximately 10:00 a.m. (New York City time) on such day (or, if such day
shall not be a Business Day, on the next preceding Business Day) by the
Administrative Agent from three New York City negotiable certificate of deposit
dealers of recognized standing selected by it. "Federal Funds Effective Rate"
means, for any day, the

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weighted average (rounded upwards, if necessary, to the next 1/16 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average
(rounded upwards, if necessary, to the next 1/16 of 1%) of the quotations for
the day of such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it. If for any reason
the Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Base CD
Rate or the Federal Funds Effective Rate or both for any reason, including the
inability of the Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (b) of the first sentence of this definition, as
appropriate, until the circumstances giving rise to such inability no longer
exist. Any change in the Alternate Base Rate due to a change in the Maximum
Rate, Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Maximum Rate, Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

"Alternate Base Rate Advance" means a Contract Advance which
bears interest computed at the Alternate Base Rate.

"Applicable Margin" means, on any date of determination of the
interest rate for any Eurodollar Rate Contract Borrowing or of any Facility
Fees, the applicable percentage set forth in the table below for Eurodollar
Rate Contract Borrowings or Facility Fees, as appropriate, which corresponds to
the ratings (or implied ratings) established by both S&P and Moody's applicable
to the Borrower's senior, unsecured, non-credit-enhanced long term indebtedness
for borrowed money ("Index Debt") on such date of determination:

- -----------------------------------------------------------------------------------------------------------------------
Applicable Margin for Eurodollar Applicable Margin for Drawn
Ratings Rate Contract Borrowings Facility Fees Cost
- -----------------------------------------------------------------------------------------------------------------------

Category 1
----------
0.24% 0.06% 0.30%
Greater than or equal to A-/A3
- -----------------------------------------------------------------------------------------------------------------------
Category 2
----------
0.27% 0.08% 0.35%
BBB+/Baa1
- -----------------------------------------------------------------------------------------------------------------------
Category 3
----------
0.375% 0.10% 0.475%
BBB/Baa2
- -----------------------------------------------------------------------------------------------------------------------
Category 4
----------
0.375% 0.125% 0.50%
BBB-/Baa3
- -----------------------------------------------------------------------------------------------------------------------
Category 5
----------
0.60% 0.20% 0.80%
Less than BBB-/Baa3
- -----------------------------------------------------------------------------------------------------------------------

For purposes of the foregoing, (a) if neither Moody's nor S&P shall have in
effect a rating for Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then both such rating
agencies will be deemed to have established ratings for Index Debt in Category
5; (b) if only one of Moody's or S&P shall

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have in effect a rating for Index Debt, the Borrower and the Banks will
negotiate in good faith to agree upon another rating agency to be substituted
by an amendment to this Agreement for the rating agency which shall not have a
rating in effect, and in the absence of such amendment the Applicable Margin
will be determined by reference to the available rating; (c) if the ratings
established by Moody's and S&P shall fall within different Categories, the
Applicable Margin shall be determined by reference to the numerically lower
Category (for example, if the rating from S&P is in Category 1 and the rating
from Moody's is in Category 2, the Applicable Margin shall be determined by
reference to Category 1); and (d) if any rating established by Moody's or S&P
shall be changed (other than as a result of a change in the rating system of
either Moody's or S&P), such change shall be effective as of the date on which
such change is first announced by the rating agency making such change. Each
change in the Applicable Margin shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of either Moody's
or S&P shall change, the Borrower and the Banks shall negotiate in good faith
to amend the references to specific ratings in this definition to reflect such
changed rating system. If both Moody's and S&P shall cease to be in the
business of rating corporate debt obligations, the Borrower and the Banks shall
negotiate in good faith to agree upon a substitute rating agency and to amend
the references to specific ratings in this definition to reflect the ratings
used by such substitute rating agency.

"Applicable Lending Office" means, with respect to each Bank,
such Bank's Domestic Lending Office in the case of an Alternate Base Rate
Advance, such Bank's Eurodollar Lending Office in the case of a Eurodollar Rate
Contract Advance and, in the case of a Competitive Advance, the office or
affiliate of such Bank notified by such Bank to the Borrower and the
Administrative Agent as such Bank's Applicable Lending Office with respect to
such Competitive Advance.

"Applicable Rate" means:

(a) with respect to Alternate Base Rate Advances, the
Alternate Base Rate; and

(b) with respect to Eurodollar Rate Contract Advances, the
Eurodollar Rate plus the Applicable Margin for Eurodollar Rate
Contract Borrowings.

"Assessment Rate" means for any date of determination, the
annual rate (rounded upwards, if necessary, to the next 1/100 of 1%) most
recently estimated by the Administrative Agent as the then current net annual
assessment rate that will be employed in determining amounts payable by the
Administrative Agent to the Federal Deposit Insurance Corporation (or any
successor) for insurance by such Corporation (or such successor) of time
deposits made in dollars at the Administrative Agent's domestic offices.

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Bank and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of Exhibit B hereto.

"Banks" means the financial institutions named on Schedule I
(as the same may be amended from time to time by the Administrative Agent to
reflect assignments made in accordance with Section 8.07 of this Agreement),
and any and all other financial institutions which from time to time become
parties to this Agreement pursuant to the terms and conditions of Section 8.07
of this Agreement.

"Board" means the Board of Governors of the Federal Reserve
System of the United States of America or any successor thereto.

"Borrowing" means a Contract Borrowing or a Competitive
Borrowing.

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

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"Closing Date" means the date upon which this Agreement is
executed and delivered and all conditions precedent specified in Section 3.01
have been satisfied or waived.

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

"Commitment" has the meaning specified in Section 2.01(a).

"Competitive Advance" means an advance by a Bank to the
Borrower as part of a Competitive Borrowing resulting from the competitive
bidding procedure described in Section 2.03, and refers to a Fixed Rate
Competitive Advance or a Eurodollar Rate Competitive Advance.

"Competitive Borrowing" means a Borrowing consisting of
simultaneous Competitive Advances of the same Type from each of the Banks whose
offer to make a Competitive Advance as part of such Borrowing has been accepted
by the Borrower under the competitive bidding procedure described in Section
2.03.

"Competitive Reduction" means, as to any Bank as at any date,
an amount equal to such Bank's pro rata (in accordance with the Commitments)
share of the aggregate amount of all Competitive Advances outstanding on such
date (giving effect to the payment of any Competitive Advances to be made on
such date).

"Contract Advance" means an advance by a Bank to the Borrower
as part of a Contract Borrowing and refers to an Alternate Base Rate Advance or
a Eurodollar Rate Contract Advance.

"Contract Borrowing" means a Borrowing consisting of
simultaneous Contract Advances of the same Type made ratably by all of the
Banks pursuant to Section 2.01(a).

"Debt" means (a) indebtedness for borrowed money; (b)
obligations evidenced by bonds, debentures, notes or other similar instruments;
(c) obligations to pay the deferred purchase price of property (excluding
obligations under agreements for the purchase of goods in the normal course of
business, but including obligations under agreements relating to the issuance
of performance letters of credit or acceptance financing); (d) obligations as
lessee under leases which shall have been or should be, in accordance with
generally accepted accounting principles, recorded as capital leases; (e)
obligations as account party under all letters of credit, and without
duplication, all drafts drawn and unpaid thereunder (excluding contingent
obligations under undrawn letters of credit supporting or relating to any of
the following: well reclamation costs, automobile deductible and insurance
programs, drilling deposits, security for untendered shares, settlement
agreements, development drilling programs, insurance programs and obligations,
environmental obligations, other security deposits, obligations supported by
those letters of credit described in Schedule IV hereto, and other obligations
of the same type as supported by such letters of credit, provided that letters
of credit excluded pursuant to this parenthetical clause shall not at any time
exceed US $70,000,000 in the aggregate); (f) obligations under direct or
indirect guaranties in respect of, and obligations (contingent or otherwise) to
purchase or otherwise acquire, or otherwise to assure a creditor against loss
in respect of, indebtedness or obligations of others of the kinds referred to
in clauses (a) through (e) above; and (g) liabilities in respect of unfunded
vested benefits under Plans covered by Title IV of ERISA; provided that "Debt"
of the Borrower and its Subsidiaries shall not include (i) any rental
obligations, guaranties or other lease obligations or financial assurances
existing on the date of this Agreement and relating to the leveraged lease of
the Corpus Christi, Texas, petrochemical complex and refinery, or (ii) any
obligations as account party under letters of credit issued in connection with,
or in lieu of, any obligations described in the preceding clause (i) arising at
any

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time after the date of this Agreement. In no event shall Debt include
guarantees by the Borrower of up to $200,000,000 of debt of OCI Wyoming.

"Designated Subsidiaries" has the meaning specified in Section
5.02(b).

"Domestic Lending Office" means, with respect to any Bank, the
office or affiliate of such Bank specified as its "Domestic Lending Office"
opposite its name on Schedule I hereto or in the Assignment and Acceptance
pursuant to which it became a Bank, or such other office or affiliate of such
Bank as such Bank may from time to time specify to the Borrower and the
Administrative Agent.

"Domestic Reserve Percentage" means, for any Interest Period,
the reserve percentage applicable on the first day of such Interest Period
under regulations issued from time to time by the Board for determining the
maximum reserve requirement (including, but not limited to, any emergency,
supplemental or other marginal reserve requirement) for a member bank of the
Federal Reserve System in New York City, with deposits exceeding one billion
dollars with respect to liabilities consisting of or including (among other
liabilities) U.S. dollar nonpersonal time deposits in the United States of
America with a maturity equal to such Interest Period.

"EBITDAX" means, with respect to any Person for any period of
calculation, the sum of (a) operating income (before adjustments for income
taxes, interest expense or extraordinary gains or losses) for such period, (b)
depreciation, depletion and amortization for such period and (c) exploration
expenses for such period, all determined in accordance with generally accepted
accounting principles.

"Eligible Assignee" means: (a) any of the following entities,
if approved (which approval shall not be unreasonably withheld) in writing by
the Borrower (if no Event of Default then exists) and Administrative Agent:
(i) a commercial bank or other financial institution organized under the laws
of the United States of America, or any state thereof, and having total assets
in excess of $3,000,000,000 and a combined capital and surplus of at least
$150,000,000; (ii) a commercial bank or other financial institution organized
under the laws of any other country which is a member of the OECD, or a
political subdivision of any such country, and having total assets in excess of
$3,000,000,000 and a combined capital and surplus of at least $150,000,000;
provided that such bank or financial institution is acting through a branch or
agency located in the United States of America, in the country in which it is
organized or in another country which is also a member of the OECD; and (iii)
the central bank of any country which is a member of the OECD, or (b) a Bank or
an Affiliate of any Bank.

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

"ERISA Affiliate" means any trade or business (whether or not
incorporated) which is a member of a group of which the Borrower is a member
and which is under common control within the meaning of the regulations under
Section 414 of the Code.

"Eurocurrency Liabilities" has the meaning assigned to that
term in Regulation D.

"Eurodollar Lending Office" means, with respect to any Bank,
the office or affiliate of such Bank specified as its "Eurodollar Lending
Office" opposite its name on Schedule I hereto or in the Assignment and
Acceptance pursuant to which it became a Bank (or, if no such office or
affiliate is specified, its Domestic Lending Office), or such other office or
affiliate of such Bank as such Bank may from time to time specify to the
Borrower and the Administrative Agent.

"Eurodollar Rate" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, an interest rate per annum equal to the
lesser of (a) the Maximum Rate and (b) a rate of interest determined on the
basis of at least two offered rates for deposits in United States dollars for a
period equal to the

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applicable Interest Period commencing on the first day of such Interest Period,
appearing on the Reuters Screen LIBO Page as of 11:00 a.m. (London time) on the
day that is two Business Days prior to the first day of the Interest Period.
If at least two such offered rates appear on the Reuters Screen LIBO Page, the
rate with respect to such Interest Period will be the arithmetic average
(rounded upwards to the next 1/16th of 1%) of such offered rates. If fewer
than two offered rates appear, "Eurodollar Rate" in respect of any Interest
Period will be determined on the basis of the rates at which deposits in United
States dollars are offered by the Administrative Agent at approximately 11:00
a.m. (London time) on the day that is two Business Days preceding the first day
of such Interest Period to prime banks in the London interbank market for a
period equal to such Interest Period commencing on the first day of such
Interest Period.

"Eurodollar Rate Advance" means any Eurodollar Rate Contract
Advance or Eurodollar Rate Competitive Advance.

"Eurodollar Rate Competitive Advance" means a Competitive
Advance which bears interest based on the Eurodollar Rate.

"Eurodollar Rate Contract Advance" means a Contract Advance
which bears interest based on the Eurodollar Rate.

"Eurodollar Rate Contract Borrowing" means a Contract
Borrowing that bears interest based on the Eurodollar Rate.

"Eurodollar Rate Reserve Percentage" of any Bank for any
Eurodollar Rate Advance means the reserve percentage applicable to such Bank on
(a) in the case of a Contract Advance, the first day of the Interest Period
then applicable to such Contract Advance and (b) in the case of a Competitive
Advance, the date of such Competitive Advance, under regulations issued from
time to time by the Board for determining the reserve requirement (including,
without limitation, any emergency, supplemental or other marginal reserve
requirement) under Regulation D, then applicable to such Bank with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period or the term of such Competitive
Advance, as the case may be.

"Events of Default" has the meaning specified in Article VI.

"Facility Fee" has the meaning given to such term in Section
2.05.

"Federal Funds Effective Rate" has the meaning given to such
term in the definition of "Alternate Base Rate" in this Section 1.01.

"Financial Officer" of any corporation shall mean the chief
financial officer, principal accounting officer, Treasurer, or Controller of
such corporation or such other person or persons designated by the Borrower in
writing to the Administrative Agent (such written designation shall include
name, title and an original specimen signature of each such person).

"Fixed Rate" means an interest rate per annum (expressed in
the form of a decimal to no more than four decimal places) specified by a Bank
making a Competitive Advance under the competitive bidding procedure described
in Section 2.03.

"Fixed Rate Competitive Advance" means a Competitive Advance
which bears interest based on the Fixed Rate.

"Granting Bank" has the meaning specified in Section 8.07(l).

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7

"Index Debt" has the meaning specified in the definition of
"Applicable Margin" in Section 1.01.

"Interest Period" means, (a) for each Contract Advance
comprising part of the same Contract Borrowing, the period commencing on the
date of such Contract Advance or on the last day of the immediately preceding
Interest Period applicable to such Contract Advance, as the case may be, and
ending on the last day of the period selected by the Borrower pursuant to the
provisions below; or (b) for each Competitive Advance comprising part of the
same Competitive Borrowing, the period commencing on the date of such
Competitive Advance and ending on the maturity selected by the Borrower
pursuant to the provisions of Section 2.03(a). The duration of each such
Interest Period shall be (i) in the case of an Alternate Base Rate Advance, one
month and (ii) in the case of a Eurodollar Rate Advance, 1, 2, 3, or 6 months,
as the Borrower may select (in the case of Contract Advance) by notice to the
Administrative Agent pursuant to Section 2.02(a), and in the case of
Competitive Advances, by notice to Administrative Agent pursuant to Section
2.03(a); provided, however, that:

(A) Interest Periods commencing on the same date for Contract
Advances comprising part of the same Contract Borrowing shall be of
the same duration;

(B) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day in each of New York
City , Dallas, Texas, and London, the last day of such Interest Period
shall be extended to occur on the next succeeding Business Day in all
such cities; provided that in the case of any Interest Period for a
Eurodollar Rate Advance, that if such extension would cause the last
day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next
preceding Business Day in all such cities; and

"Lien" means any mortgage, pledge, lien, encumbrance, charge
or security interest of any kind, granted or created to secure Debt.

"Loan Papers" means (a) this Agreement, certificates delivered
pursuant to this Agreement and Exhibits and Schedules thereto; and (b) all
renewals, extensions or restatements of, or supplements or amendments to, any
of the foregoing.

"Majority Banks" means at any time Banks that in the aggregate
(a) hold at least 51% of the sum of the Commitments and the Term Advances at
the time, or (b) after the expiry or termination of the Commitments, hold at
least 51% of the aggregate unpaid principal amount of the Advances.

"Margin Stock" has the meaning given such term under
Regulation U.

"Material Plan" means either (a) a Plan under which the
present value of the vested benefits exceeds the fair market value of the
assets of such Plan allocable to such benefits by more than $20,000,000 or (b)
a Plan whose assets have a market value in excess of $100,000,000.

"Maturity Date" means October 26, 1999 (subject to extension
as provided in Section 2.18).

"Maximum Amount" and "Maximum Rate" means, for each Bank, the
maximum non-usurious amount and the maximum nonusurious rate of interest which,
under applicable law, such Bank is permitted to contract for, charge, take,
reserve or receive on the Obligation.

"Moody's" means Moody's Investors Service, Inc. or any
successor thereto.

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8

"Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate is
making or accruing an obligation to make contributions, or has within any of
the preceding three plan years made or accrued an obligation to make
contributions.

"Net Proceeds" means, with respect to any event (a) the cash
proceeds received in respect of such event including (i) any cash received in
respect of any non-cash proceeds, but only as and when received, (ii) in the
case of a casualty, insurance proceeds and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum
of (i) all reasonable fees and out-of-pocket expenses paid by the Borrower and
the Subsidiaries to third parties (other than Affiliates) in connection with
such event, (ii) in the case of a sale or other disposition of an asset
(including pursuant to a casualty or condemnation), the amount of all payments
required to be made by the Borrower and the Subsidiaries as a result of such
event to repay Debt (other than Advances) secured by such asset or otherwise
subject to mandatory prepayment as a result of such event and (iii) the amount
of all taxes paid (or reasonably estimated to be payable) by the Borrower and
the Subsidiaries, and the amount of any reserves established by the Borrower
and the Subsidiaries to fund contingent liabilities reasonably estimated to be
payable, in each case during the year that such event occurred or the next
succeeding year and that are directly attributable to such event (as determined
reasonably and in good faith by the chief financial officer of the Borrower).

"Norcen" means Norcen Energy Resources Limited, a Canadian
corporation.

"Notice of Contract Borrowing" has the meaning specified in
Section 2.02(a).

"Notice of Competitive Borrowing" has the meaning specified in
Section 2.03(a).

"Obligation" means all present and future indebtedness,
liabilities, and obligations, and all renewals and extensions thereof, or any
part thereof, now or hereafter owed to Administrative Agent or any Bank by the
Borrower arising from, by virtue of or pursuant to any Loan Paper, together
with all interest accruing thereon, fees, costs and expenses payable under the
Loan Papers.

"OECD" means the Organization for Economic Cooperation and
Development, or any successor entity thereto.

"Offer" has the meaning specified in Section 3.01(g).

"Other Credit Agreements" means (a) the Five-Year Competitive
Advance/Revolving Credit Facility Agreement in an initial aggregate principal
amount of US $750,000,000 dated as of October 27, 1998, among the Borrower,
certain subsidiaries of the Borrower, Chase Bank of Texas, N.A., as
administrative agent, and the banks party thereto and (b) the 364-Day
Competitive Advance/Revolving Credit Facility Agreement in an initial aggregate
principal amount of US $1,000,000,000 dated as of October 27, 1998, among the
Borrower, certain subsidiaries of the Borrower, Chase Bank of Texas, N.A., as
administrative agent, and the banks party thereto, in each case as amended from
time to time.

"Participating Bank" has the meaning specified in Section
2.03(a)(v).

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9

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

"Person" means an individual, partnership, corporation
(including a business trust), joint stock company, trust, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

"Plan" means an employee benefit plan (other than a
Multiemployer Plan) maintained for employees of the Borrower or any ERISA
Affiliate and covered by Title IV of ERISA.

"Prepayment Amount" has the meaning specified in Section
2.06(d).

"Previous Credit Agreements" means (a) the Competitive
Advance/Revolving Credit Agreement, dated as of April 16, 1996 (as amended,
extended, renewed or restated from time to time), among the Borrower, Texas
Commerce Bank National Association, as administrative agent, The Chase
Manhattan Bank (formerly Chemical Bank), as auction administration agent, Bank
of America NT&SA, as documentation agent, NationsBank of Texas, N.A., as
syndication agent and the banks party thereto, (b) the 364 Day Competitive
Advance/Revolving Credit Agreement, dated as of November 25, 1997 (as amended,
extended, renewed or restated from time to time), among the Borrower, Chase
Bank of Texas, N.A., as administrative agent, The Chase Manhattan Bank, as
auction administration agent, Bank of America NT&SA, as documentation agent,
NationsBank of Texas, N.A., as syndication agent and the banks party thereto,
(c) the 364 Day Competitive Advance/Revolving Credit Agreement, dated as of
March 2, 1998 (as amended, renewed or restated from time to time) among the
Borrower, The Chase Manhattan Bank, as administrative agent, Bank of Montreal,
as syndication agent and the banks party thereto and (d) (i) the Canadian
$200,000,000 Extendible Revolving Term Credit Facility dated May 22, 1997
between the Canadian Imperial Bank of Commerce, as lender and Norcen, as
borrower, (ii) the Canadian $100,000,000 Amended and Restated Extendible
Revolving Term Credit Facility dated May 29, 1997 between The Royal Bank of
Canada, as lender and Norcen, as borrower, (iii) the Canadian $100,000,000
Amended and Restated Extendible Revolving Term Credit Facility dated May 29,
1997 between The Toronto-Dominion Bank, as lender and Norcen, as borrower, (iv)
the Canadian $50,000,000 Amended and Restated Extendible Revolving Term Credit
Facility dated June 9, 1997 between ABN AMRO Bank Canada, as lender and Norcen,
as borrower, and (v) the Canadian $50,000,000 Amended and Restated Extendible
Revolving Term Credit Facility dated May 29, 1997 between the Union Bank of
Switzerland (Canada), as lender and Norcen, as borrower. Union Pacific
Resources Inc., a Canadian corporation, is the successor entity of Norcen.

"Principal Property" means (a) any property owned or leased by
the Borrower or any Subsidiary, or any interest of the Borrower or any
Subsidiary in property, which is considered by the Borrower to be capable of
producing oil, gas or minerals in commercial quantities, (b) any refinery,
smelter, processing or manufacturing plant owned or leased by the Borrower or
any Subsidiary, (c) all present and future oil, gas, other liquid and gaseous
hydrocarbons and other minerals now or hereafter produced from any other
Principal Property or to which the Borrower or any Subsidiary may be entitled
as a result of its ownership of any Principal Property, and (d) all real and
personal assets owned or leased by the Borrower or any Subsidiary used in the
drilling, gathering, processing, transportation or marketing of any oil, gas,
other liquid and gaseous hydrocarbons or minerals, except (i) any such real or
personal assets related thereto employed in transportation, distribution, or
marketing or (ii) any refinery, smelter, processing or manufacturing plant, or
portion thereof, which property described in clauses (i) or (ii) hereof, in the
opinion of the Board of Directors of the Borrower, is not a principal plant or
principal facility in relation to the activities of the Borrower and its
Restricted Subsidiaries, taken as a whole.

"Principal Subsidiaries" means those Subsidiaries listed on
Schedule II hereto, as such Schedule may be amended and supplemented from time
to time.

"Purchasing Bank" has the meaning specified in Section
2.10(a)(ii).

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10

"Register" has the meaning specified in Section 8.07(c).

"Regulation D" means Regulation D of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

"Regulation U" means Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

"Rejected Amount" has the meaning specified in Section
2.10(a)(ii).

"Rejecting Banks" has the meaning specified in Section
2.10(a)(ii).

"Reportable Event" means an event described in Section 4043(b)
of ERISA with respect to which the 30-day notice requirement has not been
waived by the PBGC.

"Restricted Subsidiary" means any Subsidiary which owns or
leases (as lessor or lessee) a Principal Property, but does not include any
Subsidiary the principal business of which is leasing machinery, equipment,
vehicles or other properties none of which is a Principal Property, or
financing accounts receivable, or engaging in ownership and development of any
real property which is not a Principal Property.

"S&P" means Standard and Poor's Rating Group, a division of
McGraw Hill, Inc., a New York corporation, or any successor thereto.

"SPC" has the meaning specified in Section 8.07(l).

"Subsidiary" of the Borrower means any corporation or other
similar entity of which more than 50% of the outstanding capital stock having
ordinary voting power to elect a majority of the Board of Directors of such
corporation or entity (irrespective of whether or not at the time capital stock
of any other class or classes of such corporation or entity shall or might have
voting power upon the occurrence of any contingency) is at the time directly or
indirectly owned by the Borrower, by the Borrower and one or more other
Subsidiaries of the Borrower, or by one or more other Subsidiaries of the
Borrower.

"Term Advances" has the meaning specified in Section 2.18.

"Termination Date" means the earlier of October 26, 1999
(subject to extension as provided in Section 2.10 hereof), or the date on which
the Commitments shall terminate in accordance with the terms of this Agreement.

"Termination Event" means (a) a "Reportable Event" described
in Section 4043 of ERISA and the regulations issued thereunder (other than a
"Reportable Event" not subject to the provision for 30-day notice to the PBGC
under such regulations), or (b) the withdrawal of the Borrower or any of its
ERISA Affiliates from a Plan during a plan year in which it was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a
notice of intent to terminate a Plan or the treatment of a Plan amendment as a
termination under Section 4041 of ERISA, or (d) the institution of proceedings
to terminate a Plan by the PBGC, or (e) any other event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of, or
the appointment of a trustee to administer, any Plan.

"Transactions" means the execution, delivery and performance
by the Borrower of the Loan Papers, the borrowing of Advances and the use of
the proceeds thereof.

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11

"Type", when used in respect of any Advance or Borrowing,
refers to the Rate by reference to which interest on such Advance or on the
Advances comprising such Borrowing is determined. For purposes hereof, "Rate"
shall include the Eurodollar Rate, the Alternate Base Rate and the Fixed Rate.

"UPRCC" means UPR Capital Company, a Nova Scotia unlimited
liability company.

"UPRCC Notes" means senior, unsecured notes of UPRCC in an
aggregate principal amount of up to US$400,000,000, which may be issued by
UPRCC from time to time, in one or more offerings.

SECTION 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later
specified date, the word "from" means "from and including" and the words "to"
and "until" each means "to but excluding".

SECTION 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles from time to time in effect, and all accounting
principles shall be applied on a consistent basis so that the accounting
principles in a current period are comparable in all respects to those applied
during the preceding comparable period.

SECTION 1.04. Number and Gender of Words. Whenever in any
Loan Papers the singular number is used, the same shall include the plural,
where appropriate, and vice versa, and words of any gender shall include each
other gender, where appropriate.

ARTICLE II

Amounts and Terms of the Advances

SECTION 2.01. The Contract Advances. (a) Each Bank
severally agrees, on the terms and conditions hereinafter set forth, to make
Contract Advances to the Borrower from time to time on any Business Day during
the period from the Closing Date until the Termination Date in an aggregate
amount not to exceed at any time outstanding the amount set opposite such
Bank's name on Schedule I, as such amount may be reduced pursuant to Section
2.06 or increased pursuant to Section 2.17 or reduced or increased by Section
8.07 (such Bank's obligation to make such Contract Advances being hereinafter
referred to as such Bank's "Commitment"); provided, however, that at no time
shall the aggregate outstanding principal amount of Contract Advances (other
than Term Advances) and Competitive Advances exceed the aggregate amount of the
Commitments. Each Contract Borrowing shall be in an aggregate amount of not
less than $10,000,000 (subject to the terms of this Section 2.01(a)) or an
integral multiple of $5,000,000 in excess thereof and shall consist of Contract
Advances of the same Type made on the same day by the Banks ratably accordingly
to their respective Commitments.

(b) Within the limits and on the conditions set forth in this
Section 2.01, the Borrower may from time to time borrow under this Section
2.01, prepay under Section 2.07(c) and reborrow under this Section 2.01.

SECTION 2.02. Making the Contract Advances. (a) Each
Contract Borrowing shall be made on notice, given (i) in the case of a
Borrowing consisting of Alternate Base Rate Advances, not later than 11:00 a.m.
(New York City time) on the Business Day prior to the date of the proposed
Borrowing; and (ii) in the case of a Borrowing consisting of Eurodollar Rate
Contract Advances, not later than 11:00 a.m. (New York City time) on the third
Business Day prior to the date of the proposed Contract Borrowing, by the
Borrower to the Administrative Agent, which shall give to each Bank prompt
notice thereof by cable or telecopy. Each such notice of a Contract Borrowing
(a "Notice of Contract Borrowing") shall be in substantially the form of
Exhibit A-1 hereto, specifying therein the requested (i) date of such Contract
Borrowing, (ii) Type of Contract Advances comprising such Contract Borrowing,
(iii) aggregate amount of such Contract Borrowing and (iv) Interest Period.
Each Bank shall, before

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12:00 noon (New York City time) on the date of any such Contract Borrowing,
make available for the account of its Applicable Lending Office to the
Administrative Agent at its address referred to in Section 8.02, in same day
funds, such Bank's ratable portion of such Contract Borrowing. Upon the
Administrative Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Administrative Agent will
make such funds available to the Borrower at the Administrative Agent's
aforesaid address.

(b) Each Notice of Contract Borrowing shall be irrevocable
and binding on the Borrower. In the case of any Contract Borrowing which the
related Notice of Contract Borrowing specifies is to be comprised of Eurodollar
Rate Contract Advances, the Borrower shall indemnify each Bank against any
loss, cost or expense incurred by such Bank as a result of any failure by the
Borrower to complete such Borrowing (whether or not due to a failure to fulfill
on or before the date specified in such Notice of Contract Borrowing the
applicable conditions set forth in Article III), such losses, costs and
expenses to include, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund the
Contract Advance to be made by such Bank as part of such Contract Borrowing
when such Contract Advance, as a result of such failure, is not made on such
date.

(c) Unless the Administrative Agent shall have received
notice from a Bank prior to the date of any Contract Borrowing that such Bank
will not make available to the Administrative Agent such Bank's ratable portion
of such Contract Borrowing, the Administrative Agent may assume that such Bank
has made such portion available to the Administrative Agent on the date of such
Contract Borrowing in accordance with Section 2.02(a) and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower on
such date a corresponding amount. If and to the extent that such Bank shall
not have so made such ratable portion available to the Administrative Agent,
such Bank and the Borrower severally agree to repay to the Administrative Agent
forthwith on demand such corresponding amount, together with interest thereon,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, the interest rate applicable at the time to Contract Advances
comprising such Contract Borrowing and (ii) in the case of such Bank, an
interest rate equal at all times to the Federal Funds Effective Rate. If such
Bank shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Bank's Contract Advance as part of such
Contract Borrowing for purposes of this Agreement.

(d) The failure of any Bank to make the Contract Advance to
be made by it as part of any Contract Borrowing shall not relieve any other
Bank of its obligation, if any, hereunder to make its Contract Advance on the
date of such Contract Borrowing, but no Bank shall be responsible for the
failure of any other Bank to make the Contract Advance to be made by such other
Bank on the date of any Contract Borrowing.

SECTION 2.03. The Competitive Advances. (a) Each Bank
severally agrees that the Borrower may make Competitive Borrowings under this
Section 2.03 from time to time on any Business Day during the period from the
Closing Date until the Termination Date, in each case on the terms and
conditions hereinafter set forth; provided, however, that at no time shall the
aggregate amount of Contract Advances (other than Term Advances) and
Competitive Advances outstanding exceed the aggregate amount of the
Commitments. Each Competitive Borrowing shall consist of Competitive Advances
of the same Type made on the same day.

(i) The Borrower may request a Competitive Borrowing under
this Section 2.03 by delivering to the Administrative Agent (A) in the
case of a Borrowing consisting of Fixed Rate Competitive Advances, by
not later than 10:00 a.m. (New York City time) on the Business Day
prior to the day of the proposed Competitive Borrowing, and (B) in the
case of a Borrowing consisting of Eurodollar Rate Competitive
Advances, by not later than 11:00 a.m. (New York City time) on the
fourth Business Day prior to the date of the proposed Competitive
Borrowing, a notice of a Competitive Borrowing (a "Notice of
Competitive Borrowing"), in substantially the form of Exhibit A-2
hereto, specifying the proposed (1) date of such Competitive
Borrowing, (2) Type of Competitive Advances comprising such
Competitive Borrowing, (3) aggregate amount (which shall not be less
than $10,000,000 or an integral multiple of $5,000,000 in

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13

excess thereof) of such Competitive Borrowing, (4) maturity date for
repayment of each Competitive Advance to be made as part of such
Competitive Borrowing (which maturity date shall be, in the case of a
Fixed Rate Competitive Borrowing, not earlier than seven days after
the date of such Borrowing, and, in the case of a Eurodollar Rate
Competitive Borrowing, not later than 1, 2, 3 or 6 months after the
date of such Borrowing, as the Borrower shall elect and, in any case,
on or prior to the Termination Date) and (5) any other terms to be
applicable to such Competitive Borrowing. The Administrative Agent
shall in turn promptly deliver (by cable or telecopy) to each Bank a
notice of competitive bid request (a "Notice of Competitive Bid
Request"), in substantially the form of Exhibit A-3, notifying the
Banks of each request for a Competitive Borrowing received by it from
the Borrower and of the terms contained in such Notice of Competitive
Borrowing.

(ii) Each Bank shall, if, in its sole discretion, it elects
to do so, irrevocably offer to make one or more Competitive Advances
to the Borrower as part of such proposed Competitive Borrowing at a
rate or rates of interest specified by such Bank in its sole
discretion, by notifying (by telecopy, cable or telephone (in the case
of telephone, immediately confirmed by telecopy)) the Administrative
Agent (which shall give prompt notice thereof to the Borrower), (A) in
the case of a Fixed Rate Competitive Borrowing, not later than 9:30
a.m. (New York City time) on the date of such proposed Competitive
Borrowing specified in the Notice of Competitive Borrowing delivered
with respect thereto, and (B) in the case of a Eurodollar Rate
Competitive Borrowing, not later than 9:30 a.m. (New York City time)
on the third Business Day prior to the date of such proposed
Competitive Borrowing specified in the Notice of Competitive Borrowing
delivered with respect thereto, of the maximum amount of each
Competitive Advance which such Bank would be willing to make as part
of such proposed Competitive Borrowing (which amount may, subject to
the proviso to the first sentence of this Section 2.03(a), exceed such
Bank's Commitment), the rate or rates of interest therefor (and
whether reserves are included therein) and such Bank's Applicable
Lending Office with respect to each such Competitive Advance and any
other terms and conditions required by such Bank; provided that, if
the Administrative Agent in its capacity as a Bank shall, in its sole
discretion, elect to make any such offer, it shall notify the Borrower
of such offer no later than one quarter of an hour before the time
specified herein for notice of offers by the other Banks. Each
competitive bid shall be submitted by a Bank to the Administrative
Agent on a competitive bid form (a "Competitive Bid"), substantially
similar to Exhibit A-4. If any Bank shall fail to notify the
Administrative Agent, before the time specified herein for notice of
offers, that it elects to make such an offer, such Bank shall be
deemed to have elected not to make such an offer, and such Bank shall
not be obligated or entitled to, and shall not, make any Competitive
Advance as part of such Competitive Borrowing. If any Bank shall
provide telephonic notice to the Administrative Agent of its election
to make an offer, but such telephonic notice has not been confirmed by
telecopy to the Administrative Agent at or before the time specified
herein for notice of offers, the Administrative Agent may, in its sole
discretion and without liability to such Bank or the Borrower, elect
whether or not to provide notice thereof to the Borrower.

(iii) The Borrower shall, in turn, (A) in the case of a Fixed
Rate Competitive Borrowing, not later than 10:30 a.m. (New York City
time) on the date of such proposed Competitive Borrowing specified in
the Notice of Competitive Borrowing delivered with respect thereto,
and (B) in the case of a Eurodollar Rate Competitive Borrowing, not
later than 10:30 a.m. (New York City time) on the third Business Day
prior to the date of such proposed Competitive Borrowing specified in
the Notice of Competitive Borrowing delivered with respect thereto,
either:

(A) cancel such proposed Competitive Borrowing by
giving the Administrative Agent notice to that effect, or

(B) accept one or more of the offers made by any Bank
or Banks pursuant to paragraph (ii) above, in its sole
discretion, by giving notice to the Administrative Agent of
the amount of each Competitive Advance (which amount shall be
equal to or greater than $5,000,000,

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14

and equal to or less than the maximum amount offered by such
Bank, notified to the Borrower by the Administrative Agent on
behalf of such Bank for such Competitive Advance pursuant to
paragraph (ii) above) to be made by each Bank as part of such
Competitive Borrowing, and reject any remaining offers made by
Banks pursuant to paragraph (ii) above, by giving the
Administrative Agent notice to that effect; provided, however,
that the aggregate amount of such offers accepted by the
Borrower shall be equal at least to $10,000,000 or an integral
multiple of $5,000,000 in excess thereof. Each such notice of
competitive bid acceptance/rejection (a "Competitive Bid
Accept/Reject Letter") from the Borrower shall be in a form
substantially similar to Exhibit A-5.

(iv) If the Borrower notifies the Administrative Agent that
such Competitive Borrowing is canceled pursuant to paragraph (iii)(A)
above, the Administrative Agent shall give prompt notice (by cable or
telecopy) thereof to the Banks, and such Competitive Borrowing shall
not be made.

(v) If the Borrower accepts one or more of the offers made by
any Bank or Banks pursuant to paragraph (iii)(B) above, such offer or
offers and the Notice of Competitive Borrowing in respect thereof
shall constitute a supplement to this Agreement in respect of such
Competitive Borrowing and the Competitive Advances made pursuant
thereto, and the Administrative Agent shall in turn promptly notify
(A) each Bank that has made an offer as described in paragraph (ii)
above of the date and aggregate amount of such Competitive Borrowing,
the interest rate thereon, and whether or not any offer or offers made
by such Bank pursuant to paragraph (ii) above have been accepted by
the Borrower, and (B) each Bank that is to make a Competitive Advance
as part of such Competitive Borrowing (a "Participating Bank" as to
such Competitive Borrowing) of the amount of each Competitive Advance
to be made by such Bank as part of such Competitive Borrowing and the
maturity date for the repayment of each such Competitive Advance
(together with a confirmation of the Administrative Agent's
understanding of the interest rate and any other terms applicable to
each such Competitive Advance; the Administrative Agent shall assume,
unless notified by such Bank to the contrary, that its understanding
of such information is correct). Each such Participating Bank shall,
before 12:00 noon (New York City time) on the date of such Competitive
Borrowing specified in the notice received from the Administrative
Agent pursuant to clause (A) of the preceding sentence, make available
for the account of its Applicable Lending Office to the Administrative
Agent (at its address referred to in Section 8.02) such Bank's portion
of such Competitive Borrowing, in same-day funds. Upon fulfillment of
the applicable conditions set forth in Article III and after receipt
by the Administrative Agent of such funds, the Administrative Agent
will make such funds available to the Borrower at the Administrative
Agent's aforesaid address. Promptly after each Competitive Borrowing,
the Administrative Agent will notify each Bank of the amount of the
Competitive Borrowing, such Bank's Competitive Reduction resulting
therefrom, and the date upon which such Competitive Reduction
commenced and is anticipated to terminate.

(b) Within the limits and on the conditions set forth in this
Section 2.03, the Borrower may from time to time borrow under this Section
2.03, repay pursuant to Section 2.07(b), prepay under Section 2.07(c) and
reborrow under this Section 2.03.

SECTION 2.04. Conversion and Continuation of Contract
Borrowings. (a) The Borrower shall have the right at any time upon prior
irrevocable notice to the Administrative Agent (i) not later than 12:00 noon
(New York City time), one Business Day prior to conversion, to convert any
Borrowing consisting of Eurodollar Rate Contract Advances into a Borrowing
consisting of Alternate Base Rate Advances, (ii) not later than 10:00 a.m. (New
York City time), three Business Days prior to conversion or continuation, to
convert any Borrowing consisting of Alternate Base Rate Advances into a
Borrowing consisting of Eurodollar Rate Contract Advances or to continue any
Borrowing consisting of Eurodollar Rate Contract Advances for an additional
Interest Period and (iii) not later than 10:00 a.m. (New York City time), three
Business Days prior to conversion, to convert the Interest

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Period with respect to any Borrowing consisting of Eurodollar Rate Contract
Advances to another permissible Interest Period, subject in each case to the
following:

(i) each conversion or continuation shall be made pro rata
among the Banks in accordance with the respective principal amounts of
the Advances comprising the converted or continued Contract Borrowing;

(ii) if less than all the outstanding principal amount of any
Contract Borrowing shall be converted or continued, the aggregate
principal amount of such Contract Borrowing converted or continued
shall be in an amount of $10,000,000 or an integral multiple of
$5,000,000 in excess thereof;

(iii) accrued interest on an Advance (or portion thereof)
being converted shall be paid by the Borrower at the time of
conversion;

(iv) if any Borrowing consisting of Eurodollar Rate Contract
Advances is converted at a time other than at the end of the Interest
Period applicable thereto, the Borrower shall pay, upon demand, any
amounts due to the Banks pursuant to Section 8.04(b) as a result of
such conversion;

(v) any portion of a Contract Borrowing maturing or required
to be repaid in less than one month may not be converted into or
continued as a Borrowing consisting of Eurodollar Rate Contract
Advances;

(vi) any portion of a Borrowing consisting of Eurodollar Rate
Contract Advances which cannot be converted into or continued as such
by reason of clause (v) above shall be automatically converted at the
end of the Interest Period in effect for such Borrowing into a
Borrowing consisting of Alternate Base Rate Advances; and

(vii) no Interest Period may be selected for any Borrowing
consisting of Eurodollar Rate Contract Advances that would end later
than the Maturity Date.

(b) Each notice pursuant to clause (a) of this Section shall
be irrevocable and shall refer to this Agreement and specify (i) the identity
and amount of the Contract Borrowing that the Borrower requests be converted or
continued, (ii) whether such Contract Borrowing is to be converted to or
continued as a Borrowing consisting of Eurodollar Rate Contract Advances or
Alternate Base Rate Advances, (iii) if such notice requests a conversion, the
date of such conversion (which shall be a Business Day), and (iv) if such
Contract Borrowing is to be converted to or continued as a Borrowing consisting
of Eurodollar Rate Contract Advances, the Interest Period with respect thereto.
If no Interest Period is specified in any such notice with respect to any
conversion to or continuation as a Borrowing consisting of Eurodollar Rate
Contract Advances, the Borrower shall be deemed to have selected an Interest
Period of one month's duration. The Administrative Agent shall advise the
other Banks of any notice given pursuant to this Section 2.04(b) and of each
Bank's portion of any converted or continued Contract Borrowing. If the
Borrower shall not have given notice in accordance with this Section 2.04(b) to
continue any Contract Borrowing into a subsequent Interest Period (and shall
not otherwise have given notice in accordance with this Section 2.04 to convert
such Contract Borrowing), such Contract Borrowing shall, at the end of the
Interest Period applicable thereto (unless repaid pursuant to the terms
hereof), automatically be continued into a new Interest Period as a Borrowing
consisting of Alternate Base Rate Advances.

SECTION 2.05. Fees. (a) Facility Fees. Borrower shall pay
to each Bank, through the Administrative Agent, a facility fee (the "Facility
Fee") on the average daily amount of the Commitment of such Bank (whether used
or unused) (or, after such Bank's Commitment has terminated, on the outstanding
principal amount of Contract Advances made by such Bank) for the period from
and including the Closing Date up to, but excluding, the later of the Maturity
Date and the date of repayment of all outstanding Contract Advances, at a rate
per annum equal to the Applicable Margin for Facility Fees. Accrued Facility
Fees shall be payable in arrears,

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commencing on the last day of the calendar quarter in which the Closing Date
occurs, and thereafter, quarterly on the last day of each March, June,
September and December and on the Maturity Date; provided that any Facility
Fees accruing after the Termination Date shall be payable contemporaneously
with accrued interest on the Contract Advances on which such Facility Fees have
accrued.

(b) Fees of Administrative Agent. Borrower shall pay to
Administrative Agent, solely for its own account, the fees described in the
separate letter agreement dated September 2, 1998, between Borrower and
Administrative Agent on the dates specified therein.

SECTION 2.06. Reduction or Termination of the Commitments.
(a) Unless previously terminated, the Commitments shall terminate on the
Termination Date.

(b) The Borrower shall have the right, upon at least three
Business Days' irrevocable notice to the Administrative Agent, to terminate in
whole or reduce ratably in part the respective Commitments of the Banks;
provided, however, that (i) each partial reduction shall be in the aggregate
amount of $10,000,000 or in an integral multiple of $5,000,000 in excess
thereof, and (ii) no such termination or reduction shall be made which would
reduce the Commitments to an amount less than the aggregate outstanding
principal amount of the Advances. The Administrative Agent shall promptly
thereafter notify each Bank of such termination or reduction.

SECTION 2.07. Repayment of Advances; Prepayment. (a) The
Borrower shall repay to the Administrative Agent for the account of each Bank
the principal amount of each Contract Advance made by each Bank on the Maturity
Date.

(b) The Borrower shall repay to the Administrative Agent, for
the account of each Participating Bank which has made a Competitive Advance, on
the maturity date of each Competitive Advance (such maturity date being that
specified by the Borrower for repayment of such Competitive Advance in the
Notice of Competitive Borrowing delivered with respect thereto) the then unpaid
principal amount of such Competitive Advance.

(c) The Borrower may, on notice given to the Administrative
Agent (i) in the case of Alternate Base Rate Advances, not later than 11:00
a.m. (New York City time) one Business Day prior to the day of the proposed
prepayment, and (ii) in the case of Eurodollar Rate Contract Advances, not
later than 11:00 a.m. (New York City time) on the third Business Day prior to
the day of the proposed prepayment, stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given, the Borrower
shall, prepay the outstanding principal amounts of the Contract Advances
constituting part of the same Contract Borrowing in whole or ratably in part;
provided, however, that any such partial prepayment shall be in an aggregate
principal amount not less than $10,000,000, or in an integral multiple of
$5,000,000 in excess thereof. The Borrower may not prepay any principal amount
of any Competitive Advance unless the Participating Bank making such
Competitive Advance shall have expressly agreed thereto. The Administrative
Agent shall promptly notify each Bank of any prepayments pursuant to this
Section 2.07(c) promptly after any such prepayment. The Borrower shall have no
right to prepay any principal amount of any Advance except as expressly set
forth in this Section 2.07.

(d) On the date of any reduction or termination of the
Commitments, the Borrower shall pay or prepay so much of the Contract Advances
(other than Term Advances) as shall be necessary in order that the aggregate
principal amount of outstanding Advances (other than Term Advances) shall not
exceed the Commitments after giving effect to such reduction. In the event
that, after giving effect to the prepayment of Contract Advances pursuant to
this paragraph, there remain outstanding Competitive Advances in a principal
amount greater than the Commitments, the Borrower shall not be required to
prepay such Competitive Advances unless Banks holding such Competitive Advances
request prepayment, in which event the Borrower shall prepay such Competitive
Advances; provided that the Borrower shall not be required to so prepay
Competitive Advances after the outstanding principal amount of Competitive
Advances has been reduced to the amount of the Commitments.

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(e) Any prepayment of Eurodollar Rate Contract Advances
pursuant to any paragraph of this Section shall be subject to the provisions of
Section 8.04(b) hereof.

SECTION 2.08. Interest. The Borrower shall pay interest on
each Advance made by each Bank from the date of such Advance until paid in
full, at the following rates per annum:

(a) Contract Advances. If such Advance is a Contract
Advance, the Applicable Rate from time to time for such Contract
Advance from the date of such Advance until the last day of the last
Interest Period therefor, payable on the last day of each Interest
Period and, in the case of any Interest Period longer than three
months, on the last day of such three-month period, as the case may
be.

(b) Competitive Advances. If such Advance is a Competitive
Advance, a rate per annum equal at all times from the date of such
Advance until the maturity thereof to the rate of interest for such
Competitive Advance specified by the Participating Bank making such
Competitive Advance in its Competitive Bid with respect thereto
delivered pursuant to Section 2.03(a)(ii) above, payable on the
proposed maturity date specified by the Borrower for such Competitive
Advance in the related Notice of Competitive Borrowing delivered
pursuant to Section 2.03(a)(i) above; provided that in the case of
Advances with maturities of greater than three months, interest shall
be payable at the end of each three-month period for such Advance.

(c) Default Amounts. In the case of any past-due amounts of
the principal of, or (to the fullest extent permitted by law) interest
on, any Advance, from the date such amount becomes due until paid in
full, payable on demand, a rate per annum equal at all times to 2%
above the Alternate Base Rate (or the Eurodollar Rate in the case of
any outstanding Eurodollar Rate Advances until the end of their
respective Interest Periods) in effect from time to time.

SECTION 2.09. Alternate Rate of Interest. If Banks having
more than 66-2/3% of the sum of the Commitments and the Term Advances shall, at
least one Business Day before the date of any requested Borrowing (including
any requested conversion or continuation of any Borrowing), notify the
Administrative Agent that the Eurodollar Rate for any Eurodollar Rate Advances
comprising such Borrowing will not adequately reflect the cost to such Banks of
making or funding their respective Advances for such Borrowing, the right of
the Borrower to select Advances of such Type for such Borrowing or any
subsequent Borrowing shall be suspended until the Administrative Agent shall
notify the Borrower and the Banks that the circumstances causing such
suspension no longer exist, and (a) any request by the Borrower for a
Eurodollar Rate Competitive Advance shall be of no force and effect and shall
be denied by the Administrative Agent and (b) any request by the Borrower for a
Eurodollar Rate Contract Advance shall be deemed to be a request for an
Alternate Base Rate Advance.

SECTION 2.10. Optional Extension of Termination Date. (a)
Optional Extension Procedures. The Borrower may, upon notice (by telephone
(confirmed in writing promptly thereafter) or telecopy) received by the
Administrative Agent (which shall advise each Bank thereof as soon as
practicable thereafter) not earlier than 60 days and not later than 50 days
prior to the initial Termination Date, request (an "Extension Request") that
the Banks extend the Termination Date for an additional 364 days from the
initial Termination Date.

(i) Banks' Response to Extension Request. The Banks may, at
their option, accept or reject such Extension Request by giving
written notice to Administrative Agent delivered no earlier than 30
days prior to (but no later than 20 days prior to) the initial
Termination Date (the "Response Date"). If any Bank shall fail to
give such notice to Administrative Agent by the Response Date, such
Bank shall be deemed to have rejected the requested extension. If the
Extension Request is not consented to by Banks holding at least 51% of
the Commitments by the Response Date, the Extension Request will be
rejected, and the Termination Date will not be extended. If the Banks
holding at least 51% of the Commitments consent to the Extension
Request by the Response Date, the Termination Date for those Banks
consenting to the extension (for purposes of this Section 2.10(a), the
"Accepting Banks") shall be automatically extended to the date which
is the 364th day after the initial Termination Date.

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(ii) Additional Procedures To Extend the Rejected Amount. If
the Extension Request is consented to by Banks holding not less than
51% of the Commitments, but fewer than all Banks (any Bank not
consenting to the Extension Request being referred to as a "Rejecting
Bank"), then Administrative Agent shall, within 48 hours of making
such determination, notify the Accepting Banks and Borrower of the
aggregate Commitments held by the Rejecting Banks (the "Rejected
Amount"). Each Accepting Bank shall have the right, but not the
obligation, to elect to increase its respective Commitment by an
amount not to exceed the Rejected Amount, which election shall be made
by notice from each Accepting Bank to the Administrative Agent given
not later than five days after the date notified by Administrative
Agent, specifying the amount of such proposed increase in such
Accepting Bank's Commitment. If the aggregate amount of the proposed
increases in the Commitments of all Accepting Banks making such an
election does not equal or exceed the Rejected Amount, then Borrower
shall have the right to add one or more financial institutions (which
are not Rejecting Banks and which are Eligible Assignees) as Banks
(each a "Purchasing Bank") to replace such Rejecting Banks, which
Purchasing Banks shall have aggregate Commitments not greater than
those of the Rejecting Banks (less any increases in the Commitments of
Accepting Banks, as described in the following clause (iii)). The
transfer of Commitments and outstanding Borrowings from Rejecting
Banks to Purchasing Banks or Accepting Banks shall take place (on or
prior to the initial Termination Date) on the effective date of, and
pursuant to the execution, delivery and acceptance of, an Assignment
and Acceptance in accordance with the procedures set forth in Section
8.07.

(iii) Adjustments to, and Terminations of, Commitments. (A)
If less than 100% of the Commitments are extended (whether by virtue
of Borrower's failure to request an extension of the total Commitments
or by virtue of any Bank not consenting to any Extension Request),
then the Commitments shall automatically be reduced on the initial
Termination Date by an amount equal to (as the case may be) (i) the
portion of the Commitments not requested to be extended by Borrower in
its Extension Request or (ii) the amount of the Rejected Amount (to
the extent not replaced by Accepting Banks or Purchasing Banks
pursuant to the procedures set forth in the foregoing Section
2.10(a)(ii)). Notwithstanding the foregoing, each Rejecting Bank's
outstanding Contract Advances (after giving effect to the replacement
of the Rejected Amount by Accepting Banks or Purchasing Banks pursuant
to Section 2.10(a)(ii)) may, at the Borrower's option, be continued as
Term Advances as provided in Section 2.18.

(B) If the aggregate amount of the proposed increases in the
Commitments of all Accepting Banks making an election to increase
their respective Commitments is in excess of the Rejected Amount, then

(i) the Rejected Amount shall be allocated pro rata
among such Accepting Banks based on the respective amounts of
the proposed increases to Commitments elected by such
Accepting Banks; and

(ii) the respective Commitments of each such
Accepting Bank shall be increased by the respective amount
allocated pursuant to clause (i) of this Section
2.10(a)(iii)(B), such that, after giving effect to the
approved extensions and all such terminations and increases,
no reduction will occur in the aggregate amount of the
Commitments (subject to Section 2.06(c)).

(C) If the aggregate amount of the proposed increases to the
Commitments of all Accepting Banks making such an election to so
increase their respective Commitments equals the Rejected Amount, then
the respective Commitments of such Accepting Banks shall be increased
by the respective amounts of their proposed increases, such that,
after giving effect to the approved extensions and all such
terminations and increases, no reduction will occur in the aggregate
amount of the Commitments (subject to Section 2.06(c)).

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(D) If the aggregate amount of the proposed increases to the
Commitments of all Accepting Banks making such an election is less
than the Rejected Amount, then

(i) the respective Commitments of each such Accepting
Bank shall be increased by the respective amount of its
proposed increase; and

(ii) the amount of the Commitments shall be reduced
in the amount of the Rejected Amount (to the extent not
replaced by the Accepting Banks or the Purchasing Banks, if
any).

(E) Any reduction or termination of Commitments required by
this Section shall be effective on the initial Termination Date
immediately prior to determining whether any further reduction of
Commitments is required by Section 2.06(c).

(b) Acknowledgments Regarding Obligations To Renew. Borrower
acknowledges that (i) neither Administrative Agent nor any Bank has made any
representations to Borrower regarding its intent to agree to any extensions set
forth in this Section and (ii) neither Administrative Agent nor any Bank shall
have any obligation to extend the Termination Date.

(c) Payment to Rejecting Banks. If, after giving effect to
any transfer of a Rejecting Bank's Commitment to an Accepting Bank or a
Purchasing Bank under Section 2.10(a)(ii) above, there are any amounts, other
than Contract Advances continued as Term Advances pursuant to Section 2.18 (and
accrued interest thereon), owed by Borrower to such Rejecting Bank under the
Loan Papers, then such amount is due and payable by Borrower to such Rejecting
Bank on the initial Termination Date.

SECTION 2.11. Increased Costs; Increased Capital. (a) If
due to either (i) the introduction of or any change after the date hereof
(other than any change by way of imposition or increase of reserve requirements
included in the Eurodollar Rate Reserve Percentage) in or in the interpretation
of any law or regulation or (ii) the compliance with any guideline or request
received from any central bank or other governmental authority after the date
hereof (whether or not having the force of law), there shall be any increase in
the cost to any Bank of agreeing to make or making, funding, or maintaining
Eurodollar Rate Advances, then the Borrower shall from time to time, upon
demand by such Bank (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost. Increased costs
shall not include income, stamp, or other taxes, imposts, duties, charges,
fees, deductions, or withholdings imposed, levied, collected, withheld, or
assessed by the United States of America or any political subdivision or taxing
authority thereof or therein (including Puerto Rico) or of the country in which
any Bank's principal office or Applicable Lending Office may be located or any
political subdivision or taxing authority thereof or therein. Each Bank agrees
that, upon the occurrence of any event giving rise to a demand under this
Section 2.11(a) with respect to the Eurodollar Lending Office of such Bank, it
will, if requested by the Borrower and to the extent permitted by law or the
relevant governmental authority, endeavor in good faith and consistent with its
internal policies to avoid or minimize the increase in costs resulting from
such event by endeavoring to change its Eurodollar Lending Office; provided,
however, that such avoidance or minimization can be made in such a manner that
such Bank, in its sole determination, suffers no economic, legal, or regulatory
disadvantage. A certificate as to the amount of and specifying in reasonable
detail the basis for such increased cost, submitted to the Borrower and the
Administrative Agent by such Bank, shall constitute such demand and shall, in
the absence of manifest error, be conclusive and binding for all purposes.

(b) If either (i) the introduction after the date hereof of,
or any change after the date hereof in or in the interpretation of, any law or
regulation or (ii) the compliance by any Bank with any guideline or request
received from any central bank or other governmental authority after the date
hereof (whether or not having the

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force of law), affects or would affect the amount of capital required or
expected to be maintained by such Bank or any corporation controlling such Bank
and such Bank determines that the amount of such capital is increased by or
based upon the existence of its Advances or Commitment, then the Borrower
shall, from time to time, upon demand by such Bank (with a copy of such demand
to the Administrative Agent), immediately pay to the Administrative Agent for
the account of such Bank additional amounts sufficient to compensate such Bank
to the extent that such Bank determined such increase in capital to be
allocable to the existence of such Bank's Advances or Commitment. A
certificate as to the amount of such increased capital and specifying in
reasonable detail the basis therefor, submitted to the Borrower and the
Administrative Agent by such Bank, shall constitute such demand and shall, in
the absence of manifest error, be conclusive and binding for all purposes.
Each Bank shall use all reasonable efforts to mitigate the effect upon the
Borrower of any such increased capital requirement and shall assess any cost
related to such increased capital on a nondiscriminatory basis among the
Borrower and other borrowers of such Bank to which it applies and such Bank
shall not be entitled to demand or be compensated for any increased capital
requirement unless it is, as a result of such law, regulation, guideline, or
request, such Bank's policy generally to seek to exercise such rights, where
available, against other borrowers of such Bank.

(c) Notwithstanding the foregoing provisions of this Section
2.11, (i) the Borrower shall not be required to reimburse any Bank for any
increased costs incurred more than three months prior to the date that such
Bank notifies the Borrower in writing thereof and (ii) in the event any Bank
grants a participation or assignment in an Advance pursuant to Section 8.07,
the Borrower shall not be obligated to reimburse for increased costs with
respect to such Advance to the extent that the aggregate amount thereof exceeds
the aggregate amount for which the Borrower would have been obligated if such
Bank had not made such participation or assignment.

SECTION 2.12. Additional Interest on Eurodollar Rate
Advances. The Borrower shall pay to the Administrative Agent for the account
of each Bank any costs which such Bank determines are attributable to such
Bank's compliance with regulations of the Board requiring the maintenance of
reserves with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities. Such costs shall be paid to the Administrative Agent
for the account of such Bank in the form of additional interest on the unpaid
principal amount of each Eurodollar Rate Advance of such Bank, from the date of
such Advance until such principal amount is paid in full, at an interest rate
per annum equal at all times to the remainder obtained by subtracting (i) the
Eurodollar Rate for the applicable period for such Advance from (ii) the rate
obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage of such Bank for such period, payable on
each date on which interest is payable on such Advance. Such additional
interest shall be determined by such Bank and notified to the Borrower and the
Administrative Agent. A certificate setting forth the amount of such
additional interest, submitted to the Borrower and the Administrative Agent by
such Bank, shall be conclusive and binding for all purposes, absent manifest
error.

SECTION 2.13. Change in Legality. If any Bank (as used in
this paragraph, a "Notifying Bank") shall, at least three Business Days before
the date of any requested Borrowing consisting of Eurodollar Rate Advances
notify the Administrative Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or that any
central bank or other governmental authority asserts that it is unlawful, for
such Notifying Bank or its Applicable Lending Office to perform its obligations
hereunder to make, fund or maintain Eurodollar Rate Advances hereunder, the
right of the Borrower to select Advances of such Type from such Notifying Bank
for such Borrowing or any subsequent Borrowing shall be suspended until such
Notifying Bank shall notify the Administrative Agent that the circumstances
causing such suspension no longer exist; provided that during the period when
such obligation of such Notifying Bank is suspended, any Borrowing consisting
of Eurodollar Rate Advances shall not exceed the Commitments of the other Banks
less the aggregate amount of any Advances (including Competitive Advances) then
outstanding, and shall be made by the other Banks pro rata according to their
respective Commitments; provided further if any such request for a Eurodollar
Rate Advance is made in respect of a Borrowing that includes a Term Advance of
the Notifying Bank, then the immediately preceding proviso shall not apply to
such Term Advance and (i) such Term Advance shall remain outstanding, (ii) any
request for the conversion or continuation of all or any portion of such
Notifying Bank's Term

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Advance as a Eurodollar Rate Advance shall be ineffective (but shall be
effective for the other Term Advances included in such Borrower) and (iii) such
Notifying Bank's Term Advance included in such Borrowing shall continue as an
Alternate Base Rate Advance.

SECTION 2.14. Payments and Computations. (a) The Borrower
shall make each payment hereunder from a bank account of the Borrower located
in the United States not later than 11:00 a.m. (New York City time) on the day
when due in U.S. dollars to the Administrative Agent at its address referred to
in Section 8.02 in same-day funds. The Administrative Agent will promptly
thereafter cause to be distributed like funds to the Banks entitled thereto for
the account of their respective Applicable Lending Offices, in each case to be
applied in accordance with the terms of this Agreement.

(b) All computations of interest based on the Alternate Base
Rate shall be made by the Administrative Agent on the basis of a year of 365 or
366 days, as the case may be, when determined by reference to the Prime Rate
and on the basis of a year of 360 days at all other times; and all computations
of fees and of interest based on the Eurodollar Rate or the Fixed Rate shall be
made by the Administrative Agent on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest or fees are payable.
Each determination by the Administrative Agent of an interest rate hereunder
shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall be included in the
computation of payment of interest or fees, as the case may be; provided,
however, that if such extension would cause payment of interest on or principal
of Eurodollar Rate Advances to be made in the next following calendar month,
such payment shall be made on the next preceding Business Day.

(d) Unless the Administrative Agent shall have received
notice from the Borrower prior to the date on which any payment is due to the
Banks hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Bank on such due
date an amount equal to the amount then due such Bank. If and to the extent
the Borrower shall not have so made such payment in full to the Administrative
Agent, each Bank shall repay to the Administrative Agent forthwith on demand
such amount distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Administrative Agent, at the Federal Funds
Effective Rate.

(e) Each Bank shall maintain on its books a loan account in
the name of the Borrower in which shall be recorded all Advances made by such
Bank to the Borrower, the interest rate, and the maturity date of each such
Advance and all payments of principal and interest made by the Borrower with
respect to such Advances. The obligation of the Borrower to repay the Advances
made by each Bank and to pay interest thereon shall be evidenced by the entries
from time to time made in the loan account of such Bank maintained pursuant to
this Section 2.14(e); provided that the failure to make an entry with respect
to an Advance shall not affect the obligations of the Borrower hereunder with
respect to such Advance. In case of any dispute, action or proceeding relating
to any Advance, the entries in such loan account shall be prima facie evidence
of the amount of such Advance and of any amounts paid or payable with respect
thereto.

(f) The Administrative Agent shall maintain on its books a
set of accounts in which shall be recorded all Advances made by the Banks to
the Borrower, the interest rates, and maturity dates of such Advances and all
payments of principal and interest made thereon. In case of any discrepancy
between the entries in the Administrative Agent's books and the entries in any
Bank's books, such Bank's records shall be considered correct, in the absence
of manifest error.

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SECTION 2.15. Taxes on Payments. (a) All payments made by
the Borrower under this Agreement shall be made free and clear of, and without
reduction for or on account of, any income, stamp, or other taxes, imposts,
duties, charges, fees, deductions, or withholdings, imposed, levied, collected,
withheld, or assessed by the United States of America (or by any political
subdivision or taxing authority thereof or therein) as a result of (i) the
introduction after the date hereof of any law, regulation, treaty, directive,
or guideline (whether or not having the force of law), or (ii) any change after
the date hereof in any law, regulation, treaty, directive, or guideline
(whether or not having the force of law), or (iii) any change after the date
hereof in the interpretation or application of any law, regulation, treaty,
directive, or guideline (whether or not having the force of law), or (iv) any
such taxes, imposts, duties, charges, fees, deductions, or withholdings being
imposed, levied, collected, withheld, or assessed at a greater rate than the
rate that would have been applicable had such an introduction or change not
been made, but only to the extent of the increase in such rate ("Withholding
Taxes"). If any Withholding Taxes are required to be withheld from any amounts
payable to or for the account of any Bank hereunder, the amounts so payable to
or for the account of such Bank shall be increased to the extent necessary to
yield to such Bank (after payment of all Withholding Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts payable to
or for the account of such Bank under this Agreement prior to such introduction
or change. Whenever any Withholding Tax is payable by the Borrower, as
promptly as possible thereafter, the Borrower shall send to the Administrative
Agent, for the account of such Bank, a certified copy of an original official
receipt showing payment thereof. If the Borrower fails to pay any Withholding
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent, for the account of any Bank the required receipts or
other required documentary evidence, the Borrower shall indemnify such Bank or
the Administrative Agent for any incremental taxes, interest, or penalties
(including any Withholding Taxes imposed or asserted on or attributable to
amounts payable under this Section) that may become payable by such Bank or the
Administrative Agent as a result of any such failure.

(b) At least four Business Days prior to the first Borrowing
or, if the first Borrowing does not occur within thirty days after the date of
execution of this Agreement, by the end of such thirty-day period, each Bank
that is organized outside the United States agrees that it will deliver to the
Borrower and the Administrative Agent two duly completed copies of United
States Internal Revenue Service Form 1001 (or such other documentation or
information as may, under applicable United States Federal income tax statutes
or regulations, be required in order to claim an exemption or reduction from
United States income tax withholding by reason of an applicable treaty with the
United States, such documentation or other information being hereafter referred
to as "Form 1001") or Form 4224 (or such other documentation or information as
may, under applicable United States Federal income tax statutes or regulations,
be required in order to claim an exemption from United States income tax
withholding for income that is effectively connected with the conduct of a
trade or business within the United States, such documentation or other
information being hereafter referred to as "Form 4224"), as the case may be, in
the case of a Bank claiming exemption from U.S. Federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest", a Form W-8, or any subsequent versions thereof or successors thereto
(and, if such Bank delivers a Form W-8, a certificate representing that such
Bank is not a bank for purposes of Section 881(c) of the Code, is not a
10-percent shareholder of the Borrower (within the meaning of Section
871(h)(3)(B) of the Code) and is not a controlled foreign corporation related
to the Borrower (within the meaning of Section 864(d)(4) of the Code)),
indicating in each case that such Bank is either entitled to receive payments
under this Agreement without deduction or withholding of any United States
Federal income taxes or, as the case may be, is subject to such limited
deduction or withholding. Each Bank which delivers to the Borrower and the
Administrative Agent such forms pursuant to the next preceding sentence further
undertakes to deliver to the Borrower and the Administrative Agent two further
copies of such forms, or successor applicable form or certificate, as the case
may be, as and when the previous form filed by it hereunder shall expire or
shall become incomplete or inaccurate in any respect, unless in any of such
cases an event has occurred prior to the date on which any such delivery would
otherwise be required which renders such form inapplicable.

(c) If at any time any Bank by reason of payment by the
Borrower of any Withholding Taxes obtains a credit against, or return or
reduction of, any tax payable by it, or any other currently realized tax
benefit, which it would not have enjoyed but for such payment ("Tax Benefit"),
such Bank shall thereupon pay to the

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Borrower the amount which such Bank shall certify to be the amount that after
payment, will leave such Bank in the same economic position it would have been
in had it received no such Tax Benefit ("Equalization Amount"); provided,
however, that if such Bank shall subsequently determine that it has lost the
benefit of all or a portion of such Tax Benefit, the Borrower shall promptly
remit to such Bank the amount certified by such Bank to be the amount necessary
to restore such Bank to the position it would have been in if no payment had
been made pursuant to this Section 2.15(c); provided further, however, that if
such Bank shall be prevented by applicable law from paying the Borrower all or
any portion of the Equalization Amount owing to the Borrower such payment need
not be made to the extent such Bank is so prevented and the amount not paid
shall be credited to the extent lawful against future payment owing to such
Bank; provided further, however, that the aggregate of all Equalization Amounts
paid by any Bank shall in no event exceed the aggregate of all amounts paid by
the Borrower to such Bank in respect of Withholding Taxes plus, in the case of
a Tax Benefit that occurs by reason of a refund interest actually received from
the relevant taxing authority with respect to such refund. A certificate
submitted in good faith by the Bank pursuant to this Section 2.15(c) shall be
deemed conclusive absent manifest error.

(d) In the event a Bank shall become aware that the Borrower
is required to pay any additional amount to it pursuant to Section 2.15(a),
such Bank shall promptly notify the Administrative Agent and the Borrower of
such fact and shall use reasonable efforts, consistent with legal and
regulatory restrictions, to change the jurisdiction of its Applicable Lending
Office if the making of such change (i) would avoid the need for, or reduce the
amount of, any such additional amounts that may thereafter accrue, (ii) would
not, in the good faith determination of such Bank, be disadvantageous for
regulatory or competitive reasons to such Bank, and (iii) would not require
such Bank to incur any cost or forego any economic advantage for which the
Borrower shall not have agreed to reimburse and indemnify such Bank.

(e) Notwithstanding the foregoing provisions of this Section
2.15, in the event any Bank grants a participation in any Advance pursuant to
Section 8.07, the Borrower shall not be obligated to pay any taxes, imposts,
duties, charges, fees, deductions, or withholdings to the extent that the
aggregate amount thereof exceeds the aggregate amount for which the Borrower
would have been obligated if such Bank had not granted such participation.

SECTION 2.16. Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of setoff or otherwise) on account of the Contract Advances made by it
(other than pursuant to Sections 2.11, 2.15, 2.17, 8.04, or 8.07(g) hereof) in
excess of its ratable share of payments on account of the Contract Advances
obtained by all the Banks, then such Bank shall forthwith purchase from the
other Banks through the Administrative Agent such participations in the
Contract Advances made by them as shall be necessary to cause such purchasing
Bank to share the excess payment ratably with each of them; provided, however,
that, if all or any portion of such excess payment is thereafter recovered from
such purchasing Bank, such purchase from each Bank shall be rescinded, and such
Bank shall repay to the purchasing Bank the purchase price to the extent of
such recovery, together with an amount equal to such Bank's ratable share
(according to the proportion that (i) the amount of such Bank's required
repayment bears to (ii) the total amount so recovered from the purchasing Bank)
of any interest or other amount paid or payable by the purchasing Bank in
respect of the total amount so recovered. The Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this Section 2.16 may,
to the fullest extent permitted by law, exercise all its rights of payment
(including the right of setoff) with respect to such participation as fully as
if such Bank were the direct creditor of the Borrower in the amount of such
participation.

SECTION 2.17. Removal of a Bank. The Borrower shall have the
right, by giving at least 15 Business Days' prior notice in writing to the
affected Bank and the Administrative Agent, at any time when no Event of
Default and no event which with the passage of time or the giving of notice or
both would become an Event of Default has occurred and is then continuing, to
remove as a party hereto any Bank having a credit rating of C/D (or its
equivalent) or lower by Thomson BankWatch, Inc. (or any successor thereto),
such removal to be effective as of the date specified in such notice from the
Borrower (a "Removal Date"), which date, for any

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Eurodollar Rate Contract Advance, shall be the last day of an Interest Period
and, for any Competitive Advance, shall be the maturity date of such
Competitive Advance; provided that no such Bank may be removed if it does not
have a Commitment at the time. On any Removal Date, the Borrower shall repay
all the outstanding Advances (other than Term Advances, if any) of the affected
Bank applicable to such Removal Date, together with all accrued interest, fees,
and all other amounts owing hereunder to such Bank. Upon each such Removal
Date and receipt of the related payment referred to above, the Commitment
relating to the Advances so paid on such Removal Date, together with all unused
Commitment, of such affected Bank shall terminate, and such Bank shall cease
thereafter to constitute a Bank hereunder (other than with respect to any Term
Advances of such Bank). The Borrower shall have the right to offer to one or
more Banks the right to increase their Commitments up to, in the aggregate for
all such increases, the Commitment of any Bank which is removed pursuant to the
foregoing provisions of this Section 2.17 (such Commitment being herein called
an "Unallocated Commitment") effective on the relevant Removal Date, it being
understood that no Bank shall be obligated to increase its Commitment in
response to any such offer. The Borrower shall also have the right to offer
all or any portion of an Unallocated Commitment to one or more Eligible
Assignees not parties hereto having a credit rating higher than C/D (or its
equivalent) by Thomson BankWatch, Inc. (or any successor thereto), and, upon
each such bank's acceptance of such offer and execution and delivery of an
instrument agreeing to the terms and conditions hereof (including, without
limitation, the provisions of Section 8.07 regarding Bank assignments), each
such bank shall become a Bank hereunder with a Commitment in an amount
specified in such instrument. The obligations of the Borrower described in
Sections 2.11, 8.04, and 8.15 shall survive for the benefit of any Bank removed
pursuant to this Section 2.17 notwithstanding such removal.

SECTION 2.18. Extension of Maturity Date. (a) If the initial
Termination Date shall be extended pursuant to Section 2.10, then the initial
Maturity Date shall automatically be extended to the date 364 days after the
initial Termination Date (the "Extended Maturity Date").

(b) If the initial Termination Date shall not be extended
pursuant to Section 2.10, then (unless an Event of Default has occurred and is
continuing) the Borrower may elect to extend the initial Maturity Date to the
Extended Maturity Date by delivering notice of such extension (a "Maturity Date
Extension Notice") to the Administrative Agent (which shall promptly deliver a
copy of such Maturity Date Extension Notice to each Bank) not later than 15
days prior to the Termination Date. If a Maturity Date Extension Notice shall
be delivered in accordance with this paragraph, then (i) the initial Maturity
Date shall be automatically extended to the Extended Maturity Date, (ii) the
principal amount of all Contract Advances outstanding on the Termination Date
shall remain outstanding as term advances (the "Term Advances") which mature on
the Extended Maturity Date, (iii) all Competitive Advances shall be paid in
full on or prior to the Termination Date and (iv) all Commitments shall
terminate on the Termination Date.

(c) If the initial Termination Date shall be extended
pursuant to Section 2.10, but there shall remain a Rejected Amount (after
giving effect to any replacements by Accepting Banks and Purchasing Banks
pursuant to Section 2.10), then (unless an Event of Default has occurred and is
continuing) the Borrower may elect to extend the initial Maturity Date with
respect to outstanding Contract Advances of Rejecting Banks to the Extended
Maturity Date by delivering a Maturity Date Extension Notice to the
Administrative Agent (which shall promptly deliver a copy of such Maturity Date
Extension Notice to the Rejecting Banks) not later than 15 days prior to the
initial Termination Date. If a Maturity Date Extension Notice shall be
delivered in accordance with this paragraph, then (i) the Termination Date with
respect to the Commitments of the Accepting Banks and any Purchasing Banks
shall be extended in accordance with Section 2.10, (ii) the Commitments of the
Rejecting Banks (after giving effect to replacements by Accepting Banks and
Purchasing Banks pursuant to Section 2.10) shall terminate, (iii) the initial
Maturity Date shall be extended to the Extended Maturity Date, (iv) subject to
Section 2.07(e), the principal amount of all Contract Advances of the Rejecting
Banks outstanding on the initial Termination Date (after giving effect to
replacements by Accepting Banks and Purchasing Banks pursuant to Section 2.10)
shall remain outstanding as Term Advances which mature on the Extended Maturity
Date and (v) all Competitive Advances of Rejecting Banks shall be paid in full
on or prior to the initial Termination Date; provided that (A) Contract
Advances of Banks other then Rejecting Banks, including Contract Advances made
pursuant to

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Section 2.01 after the initial Termination Date shall not be deemed Term
Advances and (B) the sum of the principal amount of the Term Advances and the
Commitments immediately after giving effect to the provisions of this Section
and Section 2.10 on the initial Termination Date, shall not exceed the
aggregate amount of Commitments immediately prior to giving effect to such
provisions on the initial Termination Date.

(d) If any Contract Advance shall remain outstanding as a
Term Advance pursuant to paragraph (b) or (c) above, such Term Advance shall
continue to constitute a Contract Advance for all purposes of this Agreement.

ARTICLE III

Conditions of Lending

SECTION 3.01. Conditions Precedent to Closing. The
obligations of the Banks to make Advances hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 8.01):

(a) The Administrative Agent (or its counsel) shall have
received from each party hereto either (i) a counterpart of this
Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received a favorable
written opinion (addressed to the Administrative Agent and the Banks
and dated the Closing Date) of (i) Joseph A. LaSala, Jr., counsel for
the Borrower, substantially in the form of Exhibit C-1 and (ii) Morgan
Lewis & Bockius LLP, New York counsel for the Borrower, substantially
in the form of Exhibit C-2, in each case covering such other matters
relating to the Borrower, the Loan Papers or the Transactions as the
Majority Banks shall reasonably request. The Borrower hereby requests
such counsel to deliver such opinions.

(c) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization, existence and
good standing of the Borrower, the authorization of the Transactions
and any other legal matters relating to the Borrower, the Loan Papers
or the Transactions, all in form and substance satisfactory to the
Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a
certificate, dated the Closing Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in paragraphs (a) and (b) of
Section 3.02.

(e) The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Closing Date,
including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by the
Borrower hereunder.

(f) All consents and approvals required to be obtained from
any governmental authority or other Person in connection with the
Transactions shall have been obtained, except to the extent that
failure to obtain any such consent or approval, individually or in the
aggregate, could not reasonably be expected to have a material adverse
effect on the business, assets, operations, financial condition or
prospects of the Borrower and its Subsidiaries, taken as a whole.

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(g) The Previous Credit Agreements shall have been terminated
and all amounts outstanding thereunder shall have been or shall
simultaneously be repaid (or in the case of banker's acceptances
listed on Schedule V hereto, shall be deemed to have been issued under
the Credit Agreement described in clause (a) of the definition of
"Other Credit Agreements"), except that the Credit Agreement referred
to in clause (d)(i) of the definition of Previous Credit Agreements
shall be terminated and all amounts outstanding thereunder shall be
repaid on or prior to December 1, 1998.

(h) There shall not be any litigation, administrative
proceedings or other legal or regulatory actions pending or threatened
which individually or in the aggregate (i) prevent or impose
materially adverse conditions upon any of the Transactions or (ii)
could reasonably be expected to have a material adverse effect on the
business, assets, operations, financial condition or prospects of the
Borrower and its Subsidiaries, taken as a whole.

(i) The consummation of the Transactions shall not (i)
violate any applicable law, statute, rule or regulation or (ii)
conflict with, or result in a default under, or any right to terminate
or renegotiate, any material Debt or contract of the Borrower or any
of its Subsidiaries.

(j) The Other Credit Agreements shall have become or shall
simultaneously become effective.

The Administrative Agent shall notify the Borrower and the Banks of the Closing
Date, and such notice shall be conclusive and binding. Notwithstanding the
foregoing, the obligations of the Banks to make Advances hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 8.01) at or prior to 3:00 p.m., New York City time,
on November 4, 1998 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).

SECTION 3.02. Conditions Precedent to Each Borrowing. The
obligation of each Bank to make an Advance in connection with any Borrowing
(including without limitation, the initial Borrowing) shall be subject to the
further conditions precedent that on the date of such Borrowing, (i)
Administrative Agent shall have received a Notice of Contract Borrowing or
Notice of Competitive Borrowing, executed and completed by a Financial Officer
of the Borrower, and (ii) the following statements shall be true (and each of
the giving of the applicable Notice of Contract Borrowing or Notice of
Competitive Borrowing and the acceptance by the Borrower of the proceeds of
such Borrowing shall constitute a representation and warranty by the Borrower
that on the date of such Borrowing such statements are true):

(a) the representations and warranties contained in Article IV
(excluding for all Borrowings, other than the initial Borrowings,
those contained in subsections (f), (j), (k) and (l) thereof) are
correct on and as of the date of such Borrowing, before and after
giving effect to such Borrowing and to the application of the proceeds
therefrom, as though made on and as of such date; and

(b) no event has occurred and is continuing, or would result
from such Borrowing or from the application of the proceeds therefrom,
which constitutes an Event of Default.

ARTICLE IV

Representations and Warranties

The Borrower represents and warrants as follows:

(a) The Borrower is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah.

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(b) The Transactions are within the Borrower's corporate
powers, have been duly authorized by all necessary corporate action,
and do not contravene (i) the Borrower's charter or by-laws or (ii)
any law or any contractual restriction binding on or affecting the
Borrower.

(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority, regulatory body,
or other Person is required for the due execution, delivery and
performance by the Borrower of this Agreement and the consummation by
the Borrower of the Transactions, except such as have been duly
obtained or made and are in full force and effect.

(d) This Agreement is the legal, valid and binding obligation
of the Borrower enforceable against the Borrower in accordance with
its terms.

(e) (i) The statement of consolidated financial position of
the Borrower and its consolidated Subsidiaries as of December 31,
1997, and the related statements of consolidated income and
consolidated changes in common stockholders' equity of the Borrower
and its consolidated Subsidiaries for the fiscal year then ended,
copies of which have been furnished to each Bank, fairly present the
financial condition of the Borrower and its consolidated Subsidiaries
as at such date and present the financial condition of the Borrower
and its consolidated Subsidiaries for the period ended on such date,
all in accordance with generally accepted accounting principles
consistently applied.

(ii) The statement of consolidated financial position of the
Borrower and its consolidated Subsidiaries as of June 30, 1998, and
the related statements of consolidated income and consolidated changes
in common stockholders' equity of the Borrower and its consolidated
Subsidiaries for the fiscal quarter then ended, copies of which have
been furnished to each Bank, fairly present the financial condition of
the Borrower and its consolidated Subsidiaries as at such date and
present the financial condition of the Borrower and its consolidated
Subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles consistently applied, and
since June 30, 1998, there has been no material adverse change in such
condition or operations.

(f) There is no pending or threatened action or proceeding
affecting the Borrower or any of its consolidated Subsidiaries before
any court, governmental agency or arbitrator, (i) which purports to
affect the legality, validity or enforceability of the Transactions or
(ii) except as set forth in public documents filed with the Securities
and Exchange Commission or otherwise disclosed publicly on or prior to
the Closing Date, which may be reasonably expected to materially
adversely affect the financial condition or operations of the Borrower
or any of its Subsidiaries, taken as a whole.

(g) After applying the proceeds of each Advance, not more
than 25% of the value of the assets of the Borrower and its
Subsidiaries (as determined in good faith by the Borrower) that are
subject to Section 5.02(a) will consist of or be represented by Margin
Stock.

(h) The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying Margin Stock and no
proceeds of any Advance will be used for any purpose which violates
the provisions of the regulations of the Board. If requested by any
Bank or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Bank a statement in conformity with the
requirements of Federal Reserve Form U-1 referred to in Regulation U,
the statements made in which shall be such, in the opinion of each
Bank, as to permit the transactions contemplated hereby in accordance
with Regulation U.

(i) No Termination Event has occurred nor is reasonably
expected to occur with respect to any Plan which may materially
adversely affect the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole. Neither the Borrower nor any
of its ERISA Affiliates has incurred nor

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28

reasonably expects to incur any withdrawal liability under ERISA to
any Multiemployer Plan which may reasonably be expected to materially
adversely affect the financial condition or operations of the Borrower
and its Subsidiaries, taken as a whole. Schedule B (Actuarial
Information) to the 1994 annual report (Form 5500 Series) with respect
to each Plan, copies of which have been filed with the Internal
Revenue Service and furnished to each Bank, is complete and accurate
in all material respects and in all material respects fairly presents
the funding status of each Plan. No Reportable Event has occurred and
is continuing with respect to any Plan which may materially adversely
affect the financial condition or operations of the Borrower and its
Subsidiaries, taken as a whole.

(j) On the date of the initial Borrowing, and after giving
effect to the Transactions, Borrower is Solvent. For purposes hereof,
"Solvent" means, as to a Person, that (i) the aggregate fair market
value of such Person's assets exceeds its liabilities (whether
contingent, subordinated, unmatured, unliquidated, or otherwise), (ii)
such Person has sufficient cash flow to enable it to pay its Debts as
they mature, and (iii) such Person does not have unreasonably small
capital to conduct such Person's business. In computing the amount of
contingent liabilities at any time, for purposes of determining
solvency, it is intended that such liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at
such time, represents, the amount that can reasonably be expected to
become an actual or matured liability.

(k) Except as disclosed in public documents filed with the
Securities and Exchange Commission or otherwise disclosed publicly on
or prior to the Closing Date, neither Borrower nor any Restricted
Subsidiary is a party to a material transaction with any of its
Affiliates, other than transactions in the ordinary course of business
and upon fair and reasonable terms not materially less favorable than
the Borrower or such Restricted Subsidiary could obtain or could
become entitled to in an arm's-length transaction with a Person that
was not its Affiliate.

(l) The proportion that the combined EBITDAX of the Borrower
and the Principal Subsidiaries bears to the consolidated EBITDAX for
the Borrower and its Subsidiaries is not less than 80%.

(m) Any reprogramming required to permit the proper
functioning, in and following the year 2000, of (i) the Borrower's and
its Subsidiaries' computer systems and (ii) equipment containing
embedded microchips (including systems and equipment supplied by
others) and the testing of all such systems and equipment, as so
reprogrammed, will be completed by September 1, 1999. The cost to the
Borrower and the Subsidiaries of such reprogramming and testing and of
the reasonably foreseeable consequences of year 2000 to the Borrower
and its Subsidiaries (including, without limitation, reprogramming
errors) will not, taken as a whole, result in an Event of Defaults or
a material adverse effect on the Borrower and its Subsidiaries taken
as a whole. Except for such of the reprogramming referred to in the
preceding sentence as may be necessary, the computer and management
information systems of the Borrower and its Subsidiaries are and, with
ordinary course upgrading and maintenance, will continue for the term
of this Agreement to be, sufficient to permit the Borrower and its
Subsidiaries to conduct their respective businesses without material
adverse effect on the Borrower and its Subsidiaries taken as a whole.

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ARTICLE V

Covenants of the Borrower

SECTION 5.01. Affirmative Covenants. So long as any Advance
shall remain unpaid or any Bank shall have any Commitment hereunder, the
Borrower will, and, in the case of Section 5.01(a), will cause its Subsidiaries
to, unless the Majority Banks shall otherwise consent in writing:

(a) Keep Books; Corporate Existence; Maintenance of
Properties; Compliance with Laws; Insurance.

(i) keep proper books of record and account, all in
accordance with generally accepted accounting principles;

(ii) preserve and keep in full force and effect its
existence, and preserve and keep in full force and effect its
licenses, rights and franchises to the extent it deems
necessary to carry on its business;

(iii) maintain and keep, or cause to be maintained
and kept, its properties in good repair, working order and
condition, and from time to time make or cause to be made all
needful and proper repairs, renewals, replacements and
improvements, in each case to the extent it deems necessary to
carry on its business;

(iv) use its reasonable efforts to comply in all
material respects with all material applicable statutes,
regulations, and orders of, and all material applicable
restrictions imposed by, any governmental agency in respect of
the conduct of its business and the ownership of its
properties, to the extent it deems necessary to carry on its
business, except such as are being contested in good faith by
appropriate proceedings;

(v) insure and keep insured its properties in such
amounts (and with such self insurance and deductibles) as it
deems necessary to carry on its business and to the extent
available on premiums and other terms which the Borrower or
any Subsidiary, as the case may be, deems appropriate. Any of
such insurance may be carried by, through, or with any captive
or affiliated insurance company or by way of self-insurance as
the Borrower or any Subsidiary, as the case may be, deems
appropriate; and

(vi) use the proceeds of Advances for general
corporate purposes (including the replacement of the Previous
Credit Agreements) and to repurchase or refinance, from time
to time, commercial paper issued by the Borrowers.

Nothing in this subsection shall prohibit the Borrower or any of its
Subsidiaries from discontinuing any business, forfeiting any license,
right or franchise or discontinuing the operation or maintenance of
any of its properties to the extent it deems appropriate in the
conduct of its business.

(b) Reporting Requirements. Furnish to the Banks:

(i) as soon as available and in any event within 60
days after the end of each of the first three quarters of each
fiscal year of the Borrower, a statement of the consolidated
financial condition of the Borrower and its consolidated
Subsidiaries as at the end of such quarter and the related
statements of income and retained earnings of the Borrower and
its consolidated Subsidiaries for the period commencing at the
end of the previous fiscal year and ending with the
34

end of such quarter, certified by a principal financial or
accounting officer of the Borrower; provided that the Borrower
may deliver, in lieu of the foregoing, the quarterly report of
the Borrower for such fiscal quarter on Form 10-Q filed with
the Securities and Exchange Commission or any governmental
authority succeeding to the functions of such Commission, but
only so long as the financial statements contained in such
quarterly report on Form 10-Q relate to the same companies and
are substantially the same in content as the financial
statements referred to in the preceding provisions of this
clause (i);

(ii) as soon as available and in any event within 90
days after the end of each fiscal year of the Borrower, a copy
of the annual report for such year for the Borrower and its
Subsidiaries, containing the audited consolidated financial
statements of the Borrower and its consolidated Subsidiaries
for such year and accompanied by an auditors' report of
Deloitte & Touche or other independent public accountants of
nationally recognized standing that such financial statements
were prepared in accordance with generally accepted accounting
standards and present fairly the consolidated financial
condition of the Borrower and its consolidated Subsidiaries
and results of operations of the Borrower and its consolidated
Subsidiaries;

(iii) promptly after the sending or filing thereof,
copies of all reports which the Borrower sends to its
stockholders generally, and copies of all reports and
registration statements (without exhibits) which the Borrower
files with the Securities and Exchange Commission or any
national securities exchange (other than registration
statements relating to employee benefit plans);

(iv) promptly after the filing or receiving thereof,
copies of any notices of any of the events set forth in
Section 4043(b) of ERISA or the regulations thereunder which
the Borrower or any Subsidiary files with the PBGC, or which
the Borrower or any Subsidiary receives from the PBGC to the
effect that proceedings or other action by the PBGC is to be
instituted;

(v) such other information respecting the condition
or operations, financial or otherwise, of the Borrower or any
of its Subsidiaries as any Bank through the Administrative
Agent may from time to time reasonably request; and

(vi) at any time the Borrower is not a
publicly-reporting company, upon the request of Administrative
Agent (and in a form acceptable to Administrative Agent), such
information respecting the condition or operations, financial
or otherwise, of the Borrower or any of its Subsidiaries as
the Borrower would have included in any reports filed with the
Securities and Exchange Commission if it had continued to be a
publicly-reporting company.

(i) of the occurrence of any Event of Default or any
event which, with the giving of notice or the passage of time,
or both, would become an Event of Default; and

(ii) of the commencement of any litigation,
investigation, or proceeding affecting the Borrower or any of
its Subsidiaries before any court, governmental authority or
arbitrator which, in the reasonable judgment of the Borrower,
could have a material adverse effect on the business,
operations, property, or financial or other condition of the
Borrower and its Subsidiaries, taken as a whole.

Each notice pursuant to this subsection shall be accompanied by a
statement of the Borrower, setting forth details of the occurrence
referred to therein and stating what action the Borrower proposes to
take with respect thereto.

(d) Certificates. Furnish to the Banks:

(i) concurrently with the delivery of the financial
statements referred to in Section 5.01(b)(ii), a letter signed
by the independent public accountants, certifying such
financial statements to the effect that, in the course of the
examination upon which their report for such fiscal year was
based (but without any special or additional audit procedures
for that purpose other than review of the terms and provisions
of this Agreement), they did not become aware of any Event of
Default involving financial or accounting matters or any
condition or event which, after notice or lapse of time, or
both, would constitute such an Event of Default, or, if such
accountants became aware of any such Event of Default or other
condition or event, specifying the nature thereof; and

(ii) concurrently with the delivery of the financial
statements or Form 10-Q referred to in Sections 5.01(b)(i) and
(ii), a certificate of a Financial Officer of the Borrower,
stating that, to the best of such officer's knowledge, the
Borrower during such period has observed or performed, all of
its covenants and other agreements, and satisfied every
condition, contained in this Agreement to be observed,
performed, or satisfied by it, and that such officer has
obtained no knowledge of any Event of Default or any event
which, with notice or lapse of time, or both, would become an
Event of Default, except as specified in such certificate.

SECTION 5.02. Negative Covenants. So long as any Advance
shall remain unpaid or any Bank shall have any Commitment hereunder, the
Borrower will not, without the written consent of the Majority Banks:

(a) Liens, Etc. (i) Create, assume, incur or suffer to
exist, or permit any Subsidiary to create, assume, incur, or suffer to
exist, any Lien upon any capital stock or indebtedness, whether now
owned or hereafter acquired, of any Subsidiary, to secure any Debt of
the Borrower or any other Person (other than the Advances made
hereunder), without in any such case making effective provision
whereby all of the Advances made hereunder shall be directly secured
equally and ratably with such Debt, excluding, however, from the
operation of the foregoing provisions of this paragraph (i) any Lien
upon capital stock or indebtedness of any corporation existing at the
time such corporation becomes a Subsidiary, or existing upon capital
stock or indebtedness of a Subsidiary at the time of acquisition of
such capital stock or indebtedness, and any extension, renewal, or
replacement (or successive extensions, renewals, or replacements) in
whole or in part of any such Lien; provided, however, that the
principal amount of Debt secured thereby shall not exceed the
principal amount of Debt so secured at the time of such extension,
renewal, or replacement; and; provided further that such Lien shall be
limited to all or such part of the capital stock or indebtedness which
secured the Lien so extended, renewed, or replaced;

(ii) create, assume, incur, or suffer to exist, or permit any
Restricted Subsidiary to create, assume, incur or suffer to exist, any
Lien upon any Principal Property, whether owned or leased on the date
hereof or hereafter acquired, to secure any Debt of the Borrower or
any other Person (other than the Advances made hereunder), without in
any such case making effective provision whereby all of the Advances
made hereunder shall be directly secured equally and ratably with such
Debt, excluding, however, from the operation of the foregoing
provisions of this paragraph (ii):

(A) any Lien upon property owned or leased by
any corporation existing at the time such corporation
becomes a Restricted Subsidiary, so long as such Lien
covers, either (x) the assets so encumbered
immediately prior to an acquisition of the Restricted
Subsidiary or (y) assets substituted for any assets
described in clause (x) preceding (the "acquired
assets"), so long as the approximate fair market
value of the substituted assets does not exceed the
approximate fair market value of the acquired assets
for which the substitution is being made;

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(B) any Lien upon property existing at the
time of acquisition thereof or to secure the payment
of all or any part of the purchase price thereof or
to secure any Debt incurred prior to, at the time of,
or within 180 days after, the acquisition of such
property for the purpose of financing all or any part
of the purchase price thereof, so long as such Lien
is limited to the property so acquired;

(C) any Lien upon property to secure all or
any part of the cost of exploration, drilling,
development, construction, alteration, repair, or
improvement of all or any part of such property, or
Debt incurred prior to, at the time of, or within 180
days after, the completion of such exploration,
drilling, development, construction, alteration,
repair, or improvement for the purpose of financing
all or any part of such cost;

(D) any Lien securing Debt of a Restricted
Subsidiary owing to the Borrower or to another
Restricted Subsidiary;

(E) any Lien existing on the date of
execution of this Agreement and set forth on Schedule
III hereto;

(F) Liens created in favor of Banks to secure
the Obligation;

(G) any Liens securing Debt of the Borrower
under the Other Credit Agreements, so long as the
Banks are granted Liens of equal priority upon any
property to which such Liens under the Other Credit
Agreements attach; and

(H) any extension, renewal, or replacement
(or successive extensions, renewals, or replacements)
in whole or in part of any Lien referred to in the
foregoing clauses (A) to (G), inclusive; provided,
however, that the principal amount of Debt secured
thereby shall not exceed the principal amount of Debt
so secured at the time of such extension, renewal, or
replacement; and; provided further that such Lien
shall be limited to all or such part of the property
which secured the Lien so extended, renewed, or
replaced (plus improvements on such property).

Notwithstanding the foregoing provisions of this paragraph
(ii), the Borrower may, and may permit any Restricted
Subsidiary to, create, assume, incur, or suffer to exist any
Lien upon any Principal Property which is not excepted by
clauses (A) through (F), above, without equally and ratably
securing the Advances; provided that the aggregate amount of
Debt then outstanding secured by such Lien and all similar
Liens does not exceed the greater of (i) $150,000,000, and
(ii) 10% of the total consolidated stockholders' equity of the
Borrower as shown on the most recently audited consolidated
balance sheet required to be delivered to the Banks pursuant
to Section 5.01(b)(ii). For the purpose of this paragraph
(ii), the following types of transactions shall not be deemed
to create a Lien to secure any Debt:

(A) the sale or other transfer of (y) any
oil, gas, or minerals in place for a period of time
until, or in an amount such that, the purchaser will
realize therefrom a specified amount of money
(however determined) or a specified amount of such
oil, gas, or minerals, or (z) any other interest in
property of the character commonly referred to as a
"production payment"; and

(B) any Lien in favor of the United States of
America or any state thereof, or any other country,
or any political subdivision of any of the foregoing,
to secure partial, progress, advance or other
payments pursuant to the provisions of any contract
or statute,

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or any Lien upon property of the Borrower or a
Restricted Subsidiary intended to be used primarily
for the purpose of, or in connection with, air or
water pollution control; provided that no such Lien
shall extend to any other property of the Borrower or
a Restricted Subsidiary.

(b) Debt. (i) Permit Union Pacific Resources Inc., a
Canadian corporation and wholly owned Subsidiary of the Borrower, or
any of its Subsidiaries (collectively, the "Designated Subsidiaries")
to incur any Debt which would result in the aggregate principal amount
of Debt (other than Debt to the Borrower or any other Subsidiary) of
all the Designated Subsidiaries, on a consolidated basis, exceeding
US$1,400,000,000; and

(ii) permit any of its Subsidiaries (other than the
Designated Subsidiaries) to incur any Debt which would result in the
aggregate principal amount of Debt (other than (A) Debt to the
Borrower or any other Subsidiary and (B) Debt represented by the UPRCC
Notes) of all Subsidiaries (other than the Designated Subsidiaries),
on a consolidated basis, exceeding US$150,000,000; provided that in
the event that the UPRCC Notes are issued, the Borrower shall apply
75% of the Net Proceeds received by UPRCC from the issuance of the
UPRCC Notes to (x) permanently and ratably reduce the Commitments
and/or (y) repay Debt of the Designated Subsidiaries and reduce the
amount of the maximum permitted Debt of the Designated Subsidiaries as
set forth in clause (i) of this Section by an amount equal to such
repayment.

(c) Restriction on Fundamental Changes of the Borrower.
Enter into any transaction of merger or consolidation, or convey,
transfer, or lease its properties and assets substantially as an
entirety to any Person, unless:

(i) either (A) Borrower (in any merger or
consolidation involving Borrower) is the surviving entity, or
(B) the corporation formed by such consolidation or into which
the Borrower is merged or the Person which acquires by
conveyance or transfer, or which leases, the properties and
assets of the Borrower substantially as an entirety (the
"Successor Corporation") shall either (x) immediately after
giving effect to such merger, consolidation, conveyance,
transfer or lease, have then-effective ratings (or implied
ratings) published by Moody's and S&P applicable to such
Successor Corporation's senior, unsecured,
non-credit-enhanced, long term indebtedness for borrowed
money, which ratings shall be Baa3 or higher (if assigned by
Moody's) or BBB- or higher (if assigned by S&P), or (y) be
acceptable to Majority Banks in their reasonable
determination;

(ii) any Successor Corporation shall be a corporation
organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia, and
shall expressly assume, by amendment to this Agreement
executed by the Borrower and such Successor Corporation and
delivered to the Administrative Agent, the due and punctual
payment of the principal of, and interest on, the Advances
made hereunder and any other amounts payable under this
Agreement and the performance or observance of every covenant
hereof on the part of the Borrower or such Principal
Subsidiary to be performed or observed;

(iii) immediately after giving effect to such
transaction, no Event of Default and no event which, with
notice or lapse of time, or both, would become an Event of
Default, shall have occurred and be continuing;

(iv) if, as a result of any such consolidation or
merger or such conveyance, transfer or lease, properties or
assets of the Borrower or any Principal Subsidiary would
become subject to a Lien which would not be permitted by
Section 5.02(a), the Borrower, the Principal Subsidiary or the
Successor Corporation, as the case may be, shall take such
steps as shall be necessary

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effectively to secure the Advances made hereunder equally and
ratably with (or prior to) all Debt secured thereby; and

(v) the Borrower shall have delivered to the
Administrative Agent a certificate signed by an executive
officer of the Borrower and a written opinion of counsel
satisfactory to the Administrative Agent (who may be counsel
to the Borrower), each stating that such transaction and such
amendment to this Agreement comply with this Section 5.02(c)
and that all conditions precedent herein provided for relating
to such transaction have been satisfied.

(d) Prohibition on Sale of UPRC Stock and Fundamental Changes
of UPRC. (i) Convey, sell, assign, or otherwise transfer (or permit
any Subsidiary to so convey, sell, assign or transfer) all or any of
the shares of capital stock of Union Pacific Resources Company
("UPRC") or any Successor Subsidiary (as hereinafter defined) now
owned or hereafter acquired by the Borrower or any Subsidiary and (ii)
permit UPRC or any Successor Subsidiary (as hereinafter defined) to
enter into any transaction of merger or consolidation with, or to
convey, transfer or lease its properties substantially as an entirety
to, any Person, other than mergers or consolidations with, or
conveyances, transfers or leases to, Borrower or any other Subsidiary.
For purposes of this subsection, "Successor Subsidiary" shall mean any
Subsidiary which is formed by any merger or consolidation of UPRC or
which acquires by conveyance, transfer or lease substantially all the
properties of UPRC or any Successor Subsidiary.

(e) Ratio of Maximum Total Debt to Consolidated EBITDAX.
Permit the ratio (calculated at the end of each fiscal quarter of the
Borrower) that (i) the aggregate amount of the consolidated Debt of
Borrower and its consolidated Subsidiaries bears to (ii) consolidated
EBITDAX of the Borrower and its consolidated Subsidiaries (for the
period of four consecutive fiscal quarters then ended) to be more than
3.25:1.00. For purposes of determining compliance with this covenant
with respect to four-quarter periods ended on or prior to December 31,
1998, data of Norcen shall be included in the calculation of
consolidated EDITDAX of the Company and its consolidated Subsidiaries.

(f) Compliance with ERISA. To the extent that any event or
action set forth in clauses (i) through (iv) below would subject the
Borrower and its Subsidiaries, taken as a whole, to any material
liability to the PBGC or otherwise,

(i) terminate, or permit any Subsidiary to terminate,
any Plan;

(ii) engage in, or permit any Subsidiary to engage
in, any "prohibited transaction" (as defined in Section 4975
of the Code) involving any Plan;

(iii) incur or suffer to exist, or permit any
Subsidiary to incur or suffer to exist, any "accumulated
funding deficiency" (as defined in Section 302 of ERISA),
whether or not waived, involving any Plan; or

(iv) allow or suffer to exist, or permit any
Subsidiary to allow or suffer to exist, any event or condition
which presents a risk of incurring a liability to the PBGC by
reason of termination of any Plan.

(g) Affiliate Transactions. Enter into (or permit any
Restricted Subsidiary to enter into) any material transaction with any
of its Affiliates, other than any transaction described in public
documents filed with the Securities and Exchange Commission or
otherwise disclosed publicly prior to the Closing Date, or any
transaction in the ordinary course of business and upon fair and
reasonable terms not materially less favorable than Borrower or such
Restricted Subsidiary could obtain or could be entitled to in an
arm's-length transaction with a Person that was not its Affiliate.

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(h) Principal Subsidiaries. Permit the combined EBITDAX of
the Borrower and the Principal Subsidiaries to be less than 80% of the
consolidated EBITDAX of the Borrower and its Subsidiaries as shown on
the most recent consolidated income statement required to be delivered
to the Banks pursuant to Section 5.01(b).

ARTICLE VI

Events of Default

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

(a) the Borrower shall fail to pay any principal of any
Advance when the same becomes due and payable; provided that if any
such failure shall result from the malfunctioning or shutdown of any
wire transfer or other payment system employed by the Borrower to make
such payment or from an inadvertent error of a technical or clerical
nature by the Borrower or any bank or other entity employed by the
Borrower to make such payment, no Event of Default shall result under
this paragraph (a) during the period (not in excess of two Business
Days) required by the Borrower to make alternate payment arrangements;
or

(b) the Borrower shall fail to pay any interest on any
Advance or any fee payable hereunder or under any agreement executed
in connection herewith when the same becomes due and payable and such
failure shall remain unremedied for ten days; or

(c) any representation or warranty made by the Borrower herein
or by the Borrower (or any of its officers) in connection with this
Agreement (including, without limitation, any representation or
warranty deemed made by the Borrower at the time of any Advance
pursuant to Article III) shall prove to have been incorrect in any
material respect when made or deemed made; or

(d) the Borrower shall fail to perform or observe any other
term, covenant, or agreement contained in this Agreement on its part
to be performed or observed if such failure shall remain unremedied
for 30 days after written notice thereof shall have been given to the
Borrower by the Administrative Agent or any Bank; or

(e) (i) the Borrower or any Principal Subsidiary shall fail to
pay any amount of principal or interest when due (or within any
applicable grace period) with respect to any Debt of the Borrower or
any Principal Subsidiary, whether such Debt now exists or shall
hereafter be created, in an aggregate outstanding principal amount
exceeding $50,000,000 ("Material Debt") or (ii) an event of default as
defined in any mortgage, indenture, or instrument under which there
may be issued, or by which there may be secured or evidenced, any Debt
of the Borrower or any Principal Subsidiary, whether such Debt now
exists or shall hereafter be created, shall happen and shall result in
Material Debt becoming or being declared due and payable prior to the
date on which it would otherwise become due and payable, and such
declaration shall not be rescinded or annulled; or

(f) (i) the Borrower or any Principal Subsidiary shall
commence any case, proceeding, or other action, or make any filing (A)
under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization, or relief
of debtors, seeking to have an order for relief entered with respect
to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition, or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian,
or other similar official for it or

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36

for all or any substantial part of its assets, or the Borrower or any
Principal Subsidiary shall make a general assignment for the benefit
of its creditors; or

(ii) there shall be commenced against the Borrower or any
Principal Subsidiary any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged, or unbonded for a period of 60
days; or

(iii) there shall be commenced against the Borrower
or any Principal Subsidiary any case, proceeding, or other
action seeking issuance of a warrant of attachment, execution,
distraint, or similar process against all or any substantial
part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged,
or stayed or bonded pending appeal within 60 days from the
entry thereof; or

(iv) the Borrower or any Principal Subsidiary shall
take any action in furtherance of or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth
in clause (i), (ii), or (iii) above; or

(v) the Borrower or any Principal Subsidiary shall
generally not, or shall be unable to, or shall admit in
writing its inability to, pay its debts as they become due;

(g) a Material Plan shall fail to maintain the minimum funding
standards required by Section 412 of the Code for any plan year or a
waiver of such standard is sought or granted under Section 412(d), or
a Material Plan is, shall have been, or will be terminated or the
subject of termination proceedings under ERISA, or the Borrower or any
of its Subsidiaries or any ERISA Affiliate has incurred or will incur
a liability to or on account of a Material Plan under Sections 4062,
4063, or 4064 of ERISA, and there shall result from any such event
either a liability or a material risk of incurring a liability to the
PBGC or a Material Plan (or a related trust) which will have a
material adverse effect upon the business, operations or the condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken
as a whole;

(h) the Borrower or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred
withdrawal liability to such Multiemployer Plan in an amount which,
when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with withdrawal liabilities
(determined as of the date of such notification), will have a material
adverse effect upon the business, operations, or the condition
(financial or otherwise) of the Borrower and its Subsidiaries, taken
as a whole; or

(i) any "Event of Default" described in either of the Existing
Credit Agreements shall occur; then, and in any such event, the
Administrative Agent

(i) shall at the request, or may with the consent, of the
Majority Banks, by notice to the Borrower, declare the obligation of
each Bank to make Advances to be terminated, whereupon the same shall
forthwith terminate;

(ii) shall at the request, or may with the consent, of Banks
owed at least 51% of the then aggregate unpaid principal amount of the
Advances owing to Banks, by notice to the Borrower, declare the
Advances, all interest thereon and all other amounts payable under
this Agreement to be forthwith due and payable, whereupon the
Advances, all such interest and all such amounts shall become and be
forthwith due and payable, without presentment, demand, protest,
notice of intention to accelerate, notice of acceleration, or further
notice of any kind, all of which are hereby expressly waived by the
Borrower; and

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(iii) shall at the request, or may with the consent, of the
Majority Banks, exercise any and all other legal and equitable rights
afforded by the Loan Papers, applicable law, or in equity, including,
but not limited to, the right to bring suit or other proceedings for
specific performance or otherwise in aid of any right granted to
Administrative Agent or any Bank hereunder; provided, however, that in
the event of an actual or deemed entry of an order for relief with
respect to the Borrower or any of its Subsidiaries under the Federal
Bankruptcy Code, (A) the obligation of each Bank to make Advances
shall automatically be terminated and (B) the Advances, all such
interest and all such amounts shall automatically become and be due
and payable, without presentment, demand, protest, or any notice of
any kind, all of which are hereby expressly waived by the Borrower.

ARTICLE VII

The Administrative Agent

SECTION 7.01. Authorization and Action. Each Bank hereby
appoints and authorizes the Administrative Agent to take such action as
administrative agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. As to any
matters not expressly provided for by this Agreement (including, without
limitation, enforcement or collection of the amounts due hereunder), the
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall
be fully protected in so acting or refraining from acting) upon the
instructions of the Majority Banks, and such instructions shall be binding upon
all Banks and all holders of Advances; provided, however, that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law. The Administrative Agent agrees to give to each
Bank prompt notice of each notice given to it by the Borrower pursuant to the
terms of this Agreement.

SECTION 7.02. Administrative Agent's Reliance, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents, or
employees shall be liable for any action taken or omitted to be taken by it or
them under or in connection with this Agreement, except for its or their own
gross negligence or wilful misconduct. Without limitation of the generality of
the foregoing, the Administrative Agent:

(i) may consult with legal counsel (including counsel for the
Borrower), independent public accountants, and other experts selected
by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such
counsel, accountants or experts;

(ii) makes no warranty or representation to any Bank and shall
not be responsible to any Bank for any statements, warranties, or
representations made in or in connection with this Agreement;

(iii) shall not have any duty to ascertain or to inquire as to
the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of the Borrower or to inspect
the property (including the books and records) of the Borrower;

(iv) shall not be responsible to any Bank for the due
execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto; and

(v) shall incur no liability under or in respect of this
Agreement by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopy, telegram or cable)
believed by it to be genuine and signed or sent by the proper party or
parties.

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SECTION 7.03. Administrative Agent and Affiliates. With
respect to its Commitment, Chase Bank of Texas, N.A. shall have the same rights
and powers under this Agreement as any other Bank, and may exercise the same as
though it were not the Administrative Agent and the term "Bank" or "Banks"
shall, unless otherwise expressly indicated, include Chase Bank of Texas, N.A.
in its individual capacity. Chase Bank of Texas, N.A. and its affiliates may
accept deposits from, lend money to, act as trustee under indentures of, and
generally engage in any kind of business with, the Borrower, any of its
Subsidiaries and any Person who may do business with or own securities of the
Borrower or any such Subsidiary, all as if Chase Bank of Texas, N.A. were not
the Administrative Agent and without any duty to account therefor to the Banks.

SECTION 7.04. Bank Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon the Administrative Agent
or any other Bank and based on the financial statements referred to in Article
IV and such other 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
Administrative 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 action under this Agreement.

SECTION 7.05. Indemnification. The Banks agree to indemnify
the Administrative Agent, acting in its agency capacity, (to the extent not
reimbursed by the Borrower), ratably as computed as set forth below from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to, or arising out of, this Agreement
or any action taken or omitted by the Administrative Agent under this
Agreement; provided that no Bank shall be liable to the Administrative Agent
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or wilful misconduct. Without
limitation of the foregoing, each Bank agrees to reimburse the Administrative
Agent promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Administrative Agent in connection
with the preparation, execution, delivery, administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings, or
otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement, to the extent that the Administrative Agent is not reimbursed
for such expenses by the Borrower. For purposes of this Section 7.05, ratable
allocations among the Banks shall be made (i) in respect of any demand by the
Administrative Agent prior to termination of the Commitments, according to the
respective amounts of their Commitments and outstanding Term Advances and (iii)
thereafter according to the respective principal amounts of the Advances then
outstanding to them.

SECTION 7.06. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Banks and the Borrower and may be removed at any time with or without cause
by the Majority Banks. Upon any such resignation or removal, the Majority
Banks shall have the right to appoint a successor Administrative Agent with the
consent of the Borrower (which consent shall not be required if at the time of
such appointment any Event of Default or an event which with the passage of
time or the giving of notice or both would become an Event of Default has
occurred and is continuing). If no successor Administrative Agent shall have
been so appointed by the Majority Banks, and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, appoint a successor Administrative Agent, which shall be a
commercial bank organized or licensed 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. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's

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resignation or removal hereunder as Administrative Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Administrative Agent under this Agreement.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Amendments, Etc. No amendment or waiver of any
provision of this Agreement nor consent to any departure by the Borrower
therefrom, shall in any event be effective, unless the same shall be in writing
and signed by the Majority Banks, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver, or consent shall, unless
in writing and signed by all the Banks, do any of the following: (a) waive any
of the conditions specified in Section 3.01 or 3.02 (if and to the extent that
the Borrowing which is the subject of such waiver would involve an increase in
the aggregate outstanding amount of Advances over the aggregate amount of
Advances outstanding immediately prior to such Borrowing), (b) increase, or
(except as provided in Section 2.10) extend the scheduled termination of, the
Commitments of the Banks or subject the Banks to any additional obligations,
(c) reduce the principal of, or interest on, the Advances or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Advances or any fees or other amounts payable
hereunder, (e) make any change which would alter the percentage of the
Commitment, or of the aggregate unpaid principal amount of the Advances, or the
number of Banks, which shall otherwise be required for the Banks or any of them
to take any action hereunder, or (f) amend this Section 8.01, and; provided
further that no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Banks required above to
take such action, affect the rights or duties of the Administrative Agent under
this Agreement.

SECTION 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopy,
telegraphic or cable communication) and telecopied, mailed, telegraphed, cabled
or delivered, if to the Borrower, at its address at P.O. Box 7, 801 Cherry
Street, Fort Worth, Texas 76101, if to any Bank listed on Schedule I hereto, at
its Notice Address specified opposite its name on Schedule I hereto; if to any
other Bank, at its Domestic Lending Office specified in the Assignment and
Acceptance pursuant to which it became a Bank; if to the Administrative Agent,
to Chase Bank of Texas, N.A., c/o The Chase Manhattan Bank, Loan and Agency
Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081,
Attention: Muniram Appanna (Telecopy No. (212) 552-5777) and (in the case of
Competitive Advances) Chris Consomer (Telecopy No. (212) 552-5627) and, in all
cases, to Chase Bank of Texas, N.A., P.O. Box 660197, Dallas, Texas 75266-0197,
Attention: Tim Perry (Telecopy No. (214) 965-2536); or, as to the Borrower,
any Bank or the Administrative Agent, at such other address as shall be
designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent. All such
notices and communications shall, when telecopied, mailed, telegraphed, or
cabled, be effective when sent by telecopy, deposited in the mails, delivered
to the telegraph company, or delivered to the cable company, respectively,
except that notices and communications to the Administrative Agent pursuant to
Article II or VII shall not be effective until received by the Administrative
Agent. The Administrative Agent shall be entitled to rely on any oral notice
made pursuant to Section 2.03(a)(v) believed by it to be genuine and made by
the proper party or parties, and the Borrower and the Banks, as the case may
be, agree to be conclusively bound by the Administrative Agent's records in
respect of any such notice.

SECTION 8.03. No Waiver; Remedies. No failure on the part of
any Bank or the Administrative Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

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SECTION 8.04. Costs, Expenses and Taxes. (a) The Borrower
agrees to pay on demand all costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery, administration,
modification, and amendment of this Agreement, the Loan Papers, and the other
documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Administrative
Agent with respect thereto and with respect to advising the Administrative
Agent as to its rights and responsibilities under this Agreement, and all costs
and expenses, if any, (including, without limitation, reasonable counsel fees
and expenses), incurred by the Administrative Agent or any Bank in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement and the other documents to be delivered hereunder.
In addition, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges, or similar
levies which arise from the execution and delivery of this Agreement and agrees
to save the Administrative Agent and each Bank harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes.

(b) If any payment of principal of any Eurodollar Rate
Contract Advance or Competitive Advance is made by the Borrower to or for the
account of a Bank other than on the last day of the Interest Period for such
Contract Advance, or on the maturity date of such Competitive Advance, as the
case may be, or as a result of a payment pursuant to Section 2.07, or as a
result of acceleration of the maturity of the Advances pursuant to Article VI,
or for any other reason, or by an Eligible Assignee to a Bank other than on the
last day of the Interest Period (or the final maturity date in the case of a
Competitive Advance) for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 8.07 as a result of a
demand by the Borrower pursuant to Section 8.07(a), or an assignment of rights
and obligations under this Agreement pursuant to Section 2.17 as a result of a
demand by the Borrower, or if the Borrower fails to convert or continue any
Contract Advance hereunder after irrevocable notice of such conversion or
continuation has been given pursuant to Section 2.04, the Borrower shall, upon
demand by such Bank (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Bank any amounts
required to compensate such Bank for any additional losses, costs or expenses
which it may reasonably incur as a result of such payment or failure,
including, without limitation, any loss (excluding loss of anticipated
profits), cost or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Bank to fund or maintain such
Advance. A certificate of such Bank setting forth the amount demanded
hereunder and the basis therefor shall, in the absence of manifest error, be
conclusive and binding for all purposes.

SECTION 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Article VI to authorize the
Administrative Agent to declare the Advances due and payable pursuant to the
provisions of Article VI, 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 the Borrower against any and all of the Obligation
of the Borrower now or hereafter existing under this Agreement and the Advances
made by such Bank, irrespective of whether or not such Bank shall have made any
demand under this Agreement and although such obligations may be unmatured.
Each Bank agrees promptly to notify the Borrower and the Administrative Agent
after any such set-off and application made by such Bank; provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Bank under this Section 8.05 are in addition
to other rights and remedies (including, without limitation, other rights of
set-off) which such Bank may have.

SECTION 8.06. Binding Effect. This Agreement shall become
effective when it shall have been executed by the Borrower and the
Administrative Agent and when the Administrative Agent shall have been notified
by each Bank that such Bank has executed it and thereafter shall be binding
upon and inure to the benefit of the Borrower, the Administrative Agent and
each Bank and their respective successors and assigns.

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SECTION 8.07. Assignments and Participations. (a) Each Bank
may and, if demanded by the Borrower pursuant to subsection (g) hereof, shall
assign to one or more banks or other entities all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Advances owing to it); provided, however,
that (i) each such assignment shall be of a constant, and not a varying,
percentage of all of the rights and obligations of the assigning Bank under
this Agreement (except that Term Advances and Commitments may be assigned
separately), (ii) in the case of a partial assignment, the amount of the
Commitment or Term Advances of the assigning Bank being assigned pursuant to
each such assignment (determined as of the date of the Assignment and
Acceptance with respect to such assignment) shall in no event be less than
$10,000,000 and shall be an integral multiple of $5,000,000, (iii) each such
assignment shall be to an Eligible Assignee, and (iv) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register (as defined in Section 8.07(c)), an
Assignment and Acceptance, together with a processing fee of $3,500. Upon such
execution, delivery, acceptance, and recording, from and after the effective
date specified in each Assignment and Acceptance, which effective date shall be
at least three Business Days after the execution thereof, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Bank hereunder, and (y) the
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Bank's rights and obligations under this Agreement,
such Bank shall cease to be a party hereto). Notwithstanding the foregoing
(unless such assignment is being made on demand of the Borrower pursuant to
subsection (g)), any Bank assigning its rights and obligations under this
Agreement may retain any Competitive Advances made by it outstanding at such
time, and in such case shall retain its rights hereunder in respect of any
Advances so retained until such Advances have been repaid in full in accordance
with this Agreement.

(b) By executing and delivering an Assignment and Acceptance,
the Bank assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows:

(i) other than as provided in such Assignment and Acceptance,
such assigning Bank makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the
execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto;

(ii) such assigning Bank makes no representation or warranty
and assumes no responsibility with respect to the financial condition
of the Borrower or the performance or observance by the Borrower of
any of its obligations under this Agreement or any other instrument or
document furnished pursuant hereto;

(iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements
referred to in subsection (e) of Article IV and such other documents
and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance;

(iv) such assignee will, independently and without reliance
upon the Administrative Agent, such assigning Bank 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 action under this Agreement;

(v) such assignee confirms that it is an Eligible Assignee,
except for any required consent of the Borrower and Administrative
Agent;

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(vi) such assignee appoints and authorizes the Administrative
Agent to take such action as Administrative Agent on its behalf and to
exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as
are reasonably incidental thereto; and

(vii) such assignee agrees that it will perform in accordance
with their terms all the obligations which by the terms of this
Agreement are required to be performed by it as a Bank.

(c) The Administrative Agent shall maintain at its address
referred to in Section 8.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Banks and the Commitment of, and principal amount of the
Advances owing to, each Bank from time to time (the "Register"). The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Administrative Agent and the Banks may
treat each Person whose name is recorded in the Register as a Bank hereunder
for all purposes of this Agreement. The Register shall be available for
inspection by the Borrower or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

(d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Bank and an assignee that it is an Eligible Assignee, the
Administrative Agent shall, if such Assignment and Acceptance has been
completed and is in substantially the form of Exhibit B hereto, and if the
processing fees required by Section 8.07 have been paid to Administrative
Agent, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register, (iii) give prompt notice thereof to the
Borrower and (iv) send a copy thereof to the Borrower.

(e) Each Bank may sell participations to one or more banks or
other entities in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and the Advances owing to it); provided, however, that (i) such
Bank's obligations under this Agreement (including, without limitation, its
Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrower, the Administrative Agent and the
other Banks shall continue to deal solely and directly with such Bank in
connection with such Bank's rights and obligations under this Agreement and;
provided further, however, that such Bank shall not agree with any such bank or
other financial institution to permit such bank or other financial institution
to enforce the obligations of the Borrower relating to the Advances or to
approve of any amendment, modification or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers with respect to any
decrease in any fees payable hereunder or the amount of principal or rate of
interest which is payable in respect of such Advances or any extension of the
dates fixed for the payment thereof).

(f) Any Bank may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
8.07, disclose to the assignee or participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Bank by
or on behalf of the Borrower; provided that prior to any such disclosure, the
assignee or participant or proposed assignee or participant, if not an Eligible
Assignee, shall agree to preserve the confidentiality of any confidential
information relating to the Borrower received by it from such Bank.

(g) If any Bank shall make demand for payment under or shall
notify the Borrower that it is affected by an event described in Section 2.11
or 2.15 hereunder or shall notify the Administrative Agent pursuant to Section
2.13 hereunder, then within 15 days after such demand or such notice, the
Borrower may (i) demand that such Bank assign in accordance with this Section
8.07 to one or more Eligible Assignees, designated by the Borrower all (but not
less than all) of such Bank's Commitment and the Advances owing to it within
the next succeeding 30 days; provided that if any such Eligible Assignee
designated by the Borrower shall fail to consummate such assignment on terms
acceptable to such Bank, or if the Borrower shall fail to designate any such
Eligible Assignees for all or part of such Bank's Commitment or Advances, then
such Bank may assign such

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Commitment or Advances to any other Eligible Assignee in accordance with this
Section 8.07 during such 30-day period or (ii) so long as no Event of Default
has occurred and is continuing, terminate all (but not less than all) of such
Bank's Commitment and repay all (but not less than all) of such Bank's Advances
not so assigned on or before such 30th day in accordance with Sections 2.06 and
2.07(c) hereof (but without the requirements stated therein for ratable
treatment of the Banks). Nothing in this Section 8.07(g) shall relieve the
Borrower of its obligations for payment under Section 2.11 or 2.15 arising
prior to an assignment or termination pursuant hereto.

(h) Any Bank may at any time assign all or any portion of its
rights under this Agreement to a Federal Reserve Bank; provided that no such
assignment shall release a Bank from any of its obligations hereunder. In
connection with any such assignment or proposed assignment, the Borrower will,
promptly upon the request of any Bank, execute and deliver to such Bank a note
evidencing the Borrower's obligations hereunder, in a form mutually
satisfactory to the Borrower and such Bank.

(i) This Section 8.07 sets forth the exclusive manner by
which a Bank may assign its rights and obligations hereunder or sell
participations in or to its rights and obligations hereunder.

(j) Each Bank agrees to notify the Borrower of any assignment
of or grant of a participating interest in any Advance and of the identity of
the assignee or participant.

(k) The Borrower may not assign or delegate any rights or
obligations hereunder without the prior written consent of each Bank.

(l) Notwithstanding anything to the contrary contained
herein, any Bank (a "Granting Bank") may grant to a special purpose funding
vehicle (an "SPC") sponsored by such Granting Bank, identified as such in
writing from time to time by the Granting Bank to the Administrative Agent and
the Borrower, the option to provide to the Borrower all or any part of any
Advance that such Granting Bank would otherwise be obligated to make to the
Borrower pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to make any Advance, (ii) if an SPC elects
not to exercise such option or otherwise fails to provide all or any part of
such Advance, the Granting Bank shall be obligated to make such Advance
pursuant to the terms hereof. The making of an Advance by an SPC hereunder
shall utilize the Commitment of the Granting Bank to the same extent, and as
if, such Advance were made by such Granting Bank. Each party hereto hereby
agrees that no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement (all liability for which shall remain with the
Granting Bank). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will
not institute against, or join any other person in instituting against, such
SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything to the contrary contained in this Section
8.07, any SPC may (i) with notice to, but without the prior written consent of,
the Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Advances to the
Granting Bank or to any financial institutions (consented to by the Borrower
and Administrative Agent) providing liquidity and/or credit support to or for
the account of such SPC to support the funding or maintenance of Advances and
(ii) disclose on a confidential basis any non-public information relating to
its Advances to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC.

SECTION 8.08. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

SECTION 8.09. Exceptions to Covenants. The Borrower may not
take or fail to take any action that is permitted as an exception to any of the
covenants contained in any Loan Paper if that action or omission would result
in the breach of any other covenant contained in any Loan Paper.

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SECTION 8.10. Survival. All covenants, agreements,
undertakings, representations and warranties made in any of the Loan Papers
survive all closings under the Loan Papers until payment in full of the
Obligation and termination of this Agreement, except that Sections 2.11, 2.12,
2.15, 7.05, 8.04 and 8.15 (together with any other provisions in the Loan
Papers which expressly provides that it shall survive termination of this
Agreement) shall survive termination of this Agreement; and such covenants,
agreements, undertakings, representations and warranties, except as otherwise
indicated, are not affected by any investigation made by any party.

SECTION 8.11. Invalid Provisions. Any provision in any Loan
Paper held to be illegal, invalid, or unenforceable is fully severable; the
appropriate Loan Paper shall be construed and enforced as if that provision had
never been included; and the remaining provisions shall remain in full force
and effect and shall not be affected by the severed provision. Administrative
Agent, Banks and the Borrower party to the affected Loan Paper agree to
negotiate in good faith the terms of a replacement provision as similar to the
severed provision as may be possible and be legal, valid and enforceable.

SECTION 8.12. Maximum Rate. Regardless of any provision
contained in any Loan Paper, no Bank shall ever be entitled to contract for,
charge, take, reserve, receive or apply as interest on the Obligation, or any
part thereof, any amount in excess of the Maximum Rate, and, if Banks ever do
so, then any excess shall be deemed a partial prepayment of principal and
treated hereunder as such and any remaining excess shall be refunded to the
Borrower. In determining if the interest paid or payable exceeds the Maximum
Rate, the Borrower and Banks shall, to the maximum extent permitted under
applicable law, (a) treat all Borrowings as but a single extension of credit
(and Banks and Borrower agree that such is the case and that provision herein
for multiple Borrowings is for convenience only), (b) characterize any
nonprincipal payment as an expense, fee, or premium rather than as interest,
(c) exclude voluntary prepayments and the effects thereof, and (d) amortize,
prorate, allocate, and spread the total amount of interest throughout the
entire contemplated term of the Obligation; provided that if the Obligation is
paid and performed in full prior to the end of the full contemplated term
thereof, and if the interest received for its actual period of existence
thereof exceeds the Maximum Amount, Banks shall refund any excess (and Banks
shall not, to the extent permitted by law, be subject to any penalties provided
by any laws for contracting for, charging, taking, reserving, or receiving
interest in excess of the Maximum Amount).

SECTION 8.13. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

SECTION 8.14. Not in Control. Nothing in any Loan Paper
gives or may be deemed to give to Administrative Agent or any Bank the right to
exercise control over the Borrower or any Subsidiary's Principal Property,
other assets, affairs or management or to preclude or interfere with the
Borrower or any Subsidiary's compliance with any law or require any act or
omission by the Borrower or any Subsidiary that may be harmful to Persons or
property. Any materiality or substantiality qualifier of any representation,
warranty, covenant, agreement or other provision of any Loan Paper is included
for credit documentation purposes only and does not imply, and shall not be
deemed to mean, that Administrative Agent or any Bank acquiesces in any
noncompliance by the Borrower or any Subsidiary with any law, document, or
otherwise or does not expect the Borrower or any Subsidiary to promptly,
diligently and continuously carry out all appropriate removal, remediation,
compliance, closure or other activities required or appropriate in accordance
with all Environmental Laws.

SECTION 8.15. INDEMNIFICATION. THE BORROWER SHALL INDEMNIFY,
PROTECT, AND HOLD THE ADMINISTRATIVE AGENT, CHASE SECURITIES INC., EACH BANK,
AND THEIR RESPECTIVE AFFILIATES, PARENTS, AND SUBSIDIARIES, AND EACH OF THE
FOREGOING PARTIES' RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES,
AGENTS, SUCCESSORS, ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE "INDEMNIFIED
PARTIES") HARMLESS FROM AND AGAINST ANY AND ALL PRESENT AND FUTURE, KNOWN AND
UNKNOWN, FIXED AND

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CONTINGENT, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL REASONABLE AND NECESSARY
COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS' FEES
AND LEGAL EXPENSES, AND AMOUNTS PAID IN SETTLEMENT WHETHER OR NOT SUIT IS
BROUGHT), AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (THE "INDEMNIFIED
LIABILITIES") WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR ASSERTED
AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF (A)
ANY LOAN PAPERS OR TRANSACTION CONTEMPLATED BY ANY LOAN PAPER (INCLUDING,
WITHOUT LIMITATION, THE ACQUISITION), OR (B) ANY INDEMNIFIED PARTY'S SOLE OR
CONCURRENT ORDINARY NEGLIGENCE ARISING IN CONNECTION WITH ANY LOAN PAPER OR ANY
TRANSACTION CONTEMPLATED BY ANY LOAN PAPER, TO THE EXTENT THAT ANY OF THE
INDEMNIFIED LIABILITIES AS TO ANY INDEMNIFIED PARTY RESULTS, DIRECTLY OR
INDIRECTLY, FROM ANY CLAIM MADE, OR ACTION, SUIT, OR PROCEEDING COMMENCED BY OR
ON BEHALF OF ANY PERSON OTHER THAN BY SUCH INDEMNIFIED PARTY; PROVIDED THAT,
THE BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PARTY WITH
RESPECT TO ANY INDEMNIFIED LIABILITY ARISING FROM THE FRAUD, GROSS NEGLIGENCE,
OR WILFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY OR ANY ASSOCIATED PERSON OF SUCH
INDEMNIFIED PARTY. AS USED IN THIS PARAGRAPH, THE TERM "ASSOCIATED PERSON"
MEANS, WITH RESPECT TO ANY PERSON, THE AFFILIATES, PARENTS, SUBSIDIARIES,
DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNS,
AND ATTORNEYS OF SUCH PERSON, OR OF ANOTHER PERSON OF WHICH SUCH PERSON IS ALSO
AN ASSOCIATED PERSON. THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION
SET FORTH IN THIS SECTION SHALL SURVIVE THE SATISFACTION AND PAYMENT OF THE
OBLIGATION AND TERMINATION OF THIS AGREEMENT. THE BORROWER MAY, AT ITS OWN
COST AND EXPENSE, PARTICIPATE IN THE DEFENSE IN ANY PROCEEDING INVOLVING ANY
INDEMNIFIED LIABILITY. IF NO EVENT OF DEFAULT EXISTS, THE BORROWER MAY ASSUME
THE DEFENSE IN THAT PROCEEDING ON BEHALF OF THE APPLICABLE INDEMNIFIED PARTIES,
INCLUDING THE EMPLOYMENT OF COUNSEL IF FIRST APPROVED (WHICH APPROVAL MAY NOT
BE UNREASONABLY WITHHELD) BY THE APPLICABLE INDEMNIFIED PARTIES. IF THE
BORROWER ASSUMES ANY DEFENSE, IT SHALL KEEP THE APPLICABLE INDEMNIFIED PARTIES
FULLY ADVISED OF THE STATUS OF, AND SHALL CONSULT WITH THOSE INDEMNIFIED
PARTIES BEFORE TAKING ANY MATERIAL POSITION IN RESPECT OF, THAT PROCEEDING. IF
THE BORROWER CONSENTS OR IF ANY INDEMNIFIED PARTY REASONABLY DETERMINES THAT AN
ACTUAL CONFLICT OF INTEREST EXISTS BETWEEN THE BORROWER AND THAT INDEMNIFIED
PARTY WITH RESPECT TO THE SUBJECT MATTER OF THE PROCEEDING OR THAT THE BORROWER
IS NOT DILIGENTLY PURSUING THE DEFENSE, THEN (I) THAT INDEMNIFIED PARTY MAY, AT
THE BORROWER'S EXPENSE, EMPLOY COUNSEL TO REPRESENT INDEMNIFIED PARTY THAT IS
SEPARATE FROM COUNSEL FOR THE BORROWER OR ANY OTHER PERSON IN THAT PROCEEDING
AND (II) THE BORROWER IS NO LONGER ENTITLED TO ASSUME THE DEFENSE ON BEHALF OF
THAT INDEMNIFIED PARTY. THE BORROWER MAY NOT AGREE TO THE SETTLEMENT OF ANY
INDEMNIFIED LIABILITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE APPLICABLE
INDEMNIFIED PARTIES UNLESS THAT SETTLEMENT FULLY RELIEVES THOSE INDEMNIFIED
PARTIES OF ANY LIABILITY WHATSOEVER FOR THAT INDEMNIFIED LIABILITY.

SECTION 8.16. ENTIRETY. THE LOAN PAPERS REPRESENT THE FINAL
AGREEMENT BETWEEN THE BORROWER, BANKS AND ADMINISTRATIVE AGENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH
PARTIES.

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SECTION 8.17. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

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

UNION PACIFIC RESOURCES GROUP INC., as
Borrower

by
---------------------------------------
Name:
Title:

CHASE BANK OF TEXAS, N.A., as Administrative
Agent and as a Bank

by
---------------------------------------
Name:
Title:

51
47

CREDIT SUISSE FIRST BOSTON