RUTHERFORD-MORAN OIL CORP, 10-Q, 1998-11-13

RUTHERFORD-MORAN OIL CORP
10-Q, 1998-11-13
CRUDE PETROLEUM & NATURAL GAS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 000-20849

RUTHERFORD-MORAN OIL CORPORATION
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C>
DELAWARE 76-0499690
(State or Other Jurisdiction (I.R.S. Employer
Incorporation of Organization) Identification No.)
</TABLE>

5 GREENWAY PLAZA, SUITE 220, HOUSTON, TEXAS 77046
(Address of Principal Executive Offices and Zip Code)

(713) 622-5555
(Registrant's Telephone Number, Including Area Code)

NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrants listed under the Table of
Additional Registrants (1) have filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter prior that such registrants were required to file
such reports), and (2) have been subject to such filing requirements for the
past 90 days. Yes [ ] No [X]

As of November 1, 1998, there were 25,598,000 shares of common stock, $.01
par value, of the registrant outstanding.

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TABLE OF ADDITIONAL REGISTRANTS

Each of the following subsidiaries of Rutherford-Moran Oil Corporation, and
each other subsidiary that is or becomes a guarantor of the 10.75% Senior
Subordinated Notes due 2004 of the Company, is hereby deemed to be a registrant.

<TABLE>
<CAPTION>
I.R.S.
STATE OR OTHER INDUSTRIAL EMPLOYER
JURISDICTION OF CLASSIFICATION IDENTIFICATION
NAME INCORPORATION NUMBER NUMBER
---- --------------- -------------- --------------
<S> <C> <C> <C>
Thai Romo Limited...................... Kingdom of Thailand 1311 76-0435668
Thai Romo Holdings, Inc................ Delaware 1311 76-0511017
Rutherford-Moran Exploration Company... Delaware 1311 76-0321674
</TABLE>

Rutherford-Moran Oil Corporation (the "Company") is a holding corporation
that owns all of its assets and conducts all of its business through its
subsidiary, Thai Romo Limited ("Thai Romo") and its affiliate, B8/32 Partners,
Ltd. ("B8/32 Partners"), each a company existing under the laws of Thailand. The
Company is the parent company of Rutherford-Moran Exploration Company ("RMEC")
and Thai Romo Holdings, Inc. ("TRH"), which collectively own the outstanding
shares of Thai Romo, except for certain nominal interests. TRH owns 46.34% of
B8/32 Partners. No separate financial information for RMEC, TRH, Thai Romo or
B8/32 Partners has been provided or incorporated by reference in this report
because: (1) the Company does not itself conduct any operations, but rather all
operations of the Company and its subsidiaries are conducted by Thai Romo and
B8/32 Partners; (ii) the Company has no material assets other than its ownership
in RMEC, TRH, Thai Romo and B8/32 Partners; and (iii) substantially all of the
assets and liabilities shown in the consolidated financial statements of the
Company are located in RMEC, TRH, Thai Romo and the Company's proportionate
interest in B8/32 Partners.
<PAGE> 3

RUTHERFORD-MORAN OIL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS NINE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997* 1998 1997*
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas revenue.................... $ 10,632 $10,187 $ 27,567 $ 25,784
Interest income........................ 130 68 315 162
-------- ------- -------- --------
Total revenues................. 10,762 10,255 27,882 25,946
Expenses:
Operating expense...................... 6,057 7,458 18,239 17,100
Exploration costs...................... 33 -- (449) 159
Dry hole costs......................... 47 -- 2,516 --
Interest expense....................... 4,397 1,972 13,345 4,620
Depreciation, depletion and
amortization........................ 7,774 5,137 20,145 11,208
General and administrative............. 1,559 1,226 5,298 3,993
Foreign exchange (gain) loss........... (814) 1,850 (1,732) 1,850
Gain on futures contract............... (32) (410) (813) (275)
-------- ------- -------- --------
Total expenses................. 19,021 17,233 56,549 38,655
-------- ------- -------- --------
Loss before income tax benefit and
extraordinary loss on early
extinguishment of debt................. (8,259) (6,978) (28,667) (12,709)
Income tax benefit....................... -- (2,212) (6,593) (4,029)
-------- ------- -------- --------
Loss before extraordinary loss on early
extinguishment of debt................. (8,259) (4,766) (22,074) (8,680)
Extraordinary loss on early
extinguishment of debt (net of -0-
income tax)............................ 7,452 -- 7,452 --
-------- ------- -------- --------
Net loss................................. $(15,711) $(4,766) $(29,526) $ (8,680)
======== ======= ======== ========
Net loss per share....................... $ (0.61) $ (0.19) $ (1.15) $ (0.34)
======== ======= ======== ========
Weighted average number of common shares
outstanding............................ 25,598 25,615 25,607 25,612
======== ======= ======== ========
</TABLE>

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* Restated

See accompanying notes to unaudited condensed consolidated financial statements.

2
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RUTHERFORD-MORAN OIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)

ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents................................. $ 2,601 $ 1,979
Accounts receivable....................................... 6,964 10,457
Value added tax receivable................................ 9,817 5,579
Joint interest receivable................................. 16,897 2,169
Other..................................................... 646 1,916
-------- --------
Total current assets.............................. 36,925 22,100
Property and equipment (successful efforts method).......... 293,361 238,651
Accumulated depreciation, depletion, and amortization....... (37,678) (18,002)
-------- --------
Net property and equipment........................ 255,683 220,649
Deferred charges:
Deferred financing costs, net............................. 3,548 8,493
Escrowed funds, net....................................... 18,225 24,300
Deferred charges.......................................... 259 1,026
Deferred income tax....................................... 12,763 6,169
-------- --------
Total deferred assets............................. 34,795 39,988
-------- --------
Total assets...................................... $327,403 $282,737
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 14,127 $ 19,732
-------- --------
Total current liabilities......................... 14,127 19,732
Note payable to bank........................................ 147,000 69,000
10.75% senior subordinated notes............................ 120,000 120,000
Premium on written option................................... 36 625
Stockholders' equity:
Preferred stock, $0.01 par value, 10,000,000 shares
authorized, no shares issued and outstanding........... -- --
Common stock, $0.01 par value, 40,000,000 shares
authorized, and 25,598,000 shares issued and
outstanding at September 30, 1998 and 25,614,000 at
December 31, 1997...................................... 256 256
Additional paid-in capital................................ 101,748 99,571
Deferred compensation..................................... (695) (906)
Accumulated deficit....................................... (55,069) (25,541)
-------- --------
Total stockholders' equity........................ 46,240 73,380
-------- --------
Total liabilities and stockholders' equity........ $327,403 $282,737
======== ========
</TABLE>

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See accompanying notes to unaudited condensed consolidated financial statements.

3
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RUTHERFORD-MORAN OIL CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997*
------------------ -------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss................................................. $ (29,526) $ (8,680)
Adjustments to reconcile net loss to cash provided by
(used in) operating activities:
Depreciation, depletion, and amortization............. 20,145 11,208
Extraordinary loss on early extinguishment of debt.... 7,452 --
Amortization of deferred financing cost............... 1,973 424
Deferred income tax benefit........................... (6,593) (4,029)
Foreign exchange (gain) loss.......................... (1,732) 1,850
Dry hole cost......................................... 2,516 --
Other................................................. 390 (45)
Changes in working capital............................ (18,621) (12,738)
--------- ---------
Cash used in operating activities................ (23,996) (12,010)
Cash flows from investing activities:
Capital expenditures..................................... (57,226) (57,132)
Acquisition of Maersk Oil (Thailand), Limited, net of
cash acquired......................................... -- (29,414)
--------- ---------
Cash used in investing activities................ (57,226) (86,546)
Cash flows provided by (used in) financing activities:
Deferred financing costs................................. (146) (187)
Issuance of 10.75% senior subordinated notes............. -- 120,000
Repayments under bank notes.............................. (152,350) (99,176)
Debt issuance cost....................................... (2,625) (2,965)
Borrowings under bank notes.............................. 230,350 106,330
Escrowed funds........................................... 6,075 (24,300)
--------- ---------
Cash provided by financing activities............ 81,304 99,702
--------- ---------
Net increase in cash and cash equivalents........ 82 1,146
Effect of foreign exchange rate on cash.................. 540 1,825
Cash and cash equivalents, beginning of period........... 1,979 444
--------- ---------
Cash and cash equivalents, end of period................. $ 2,601 $ 3,415
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for interest................. $ 13,461 $ 1,031
========= =========
Cash paid during the period for income tax............... $ -- $ --
========= =========
Supplemental disclosure of noncash investing and financing
activities:
Premium on written option................................ $ (589) $ 550
========= =========
</TABLE>

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* Restated

See accompanying notes to unaudited condensed consolidated financial statements.

4
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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements
include all adjustments necessary to present fairly the consolidated financial
position of Rutherford-Moran Oil Corporation ("RMOC" or the "Company") at
September 30, 1998 and December 31, 1997, and its results of operations for the
three and nine months ended September 30, 1998 and 1997 and statements of cash
flows for the nine months ended September 30, 1998 and 1997. The financial
statements herein should be read in conjunction with the consolidated financial
statements and notes to the consolidated financial statements as of and for the
year ended December 31, 1997, as included in the Company's annual report on Form
10-K. Certain prior year amounts have been reclassified to conform to the 1998
presentation.

(2) CHANGE IN ACCOUNTING PRINCIPLE

During the fourth quarter of 1997, the Company changed its method of
accounting for its investment in oil and gas properties from the full cost to
the successful efforts method. All prior period financial statements presented
herein have been restated to reflect the change.

Under the successful efforts method of accounting, costs of exploration,
including lease acquisition and intangible drilling costs associated with
exploration efforts which result in the discovery of proved reserves, and costs
associated with development drilling, whether or not successful, are
capitalized. Gain or loss is recognized when a property is sold or ceases to
produce or is abandoned. Estimated future expenditures for abandonment and
dismantlement costs, if material, are charged to operations utilizing the
units-of-production method based upon estimates of proved oil and gas reserves.

The cost of unproved leasehold is capitalized pending the results of
exploration efforts. Significant unproved leasehold costs are reviewed
periodically and a loss is recognized to the extent, if any, that the cost of
the property has been impaired. Exploratory dry holes, geological and
geophysical costs and delay rentals are expensed as incurred.

Capitalized drilling costs for oil and gas properties are amortized
utilizing the units of production method based on units of proved developed
reserves for each field. Lease acquisition costs related to producing oil and
gas properties are amortized using the units of production method based on units
of proved reserves for each field.

The effect of adopting the change in accounting principle resulted in an
increase in net loss for the three months ended September 30, 1997 of
approximately $488,000 (or $0.02 per share) and a decrease in net loss for the
nine months ended September 30, 1997 of $310,000 (or $0.01 per share).

The Company reviews proved oil and gas properties on a depletable unit
basis whenever events or circumstances indicate that the carrying value of those
assets may not be recoverable. An impairment loss is recognized whenever the
carrying value of an asset exceeds the fair value. Fair value, on a depletable
unit basis, is estimated to be the present value of expected future net revenues
computed by application of estimated future oil and gas prices, production, and
expenses, as determined by management, over the economic life of the reserves.
No such impairment was recognized during the three and nine months ended
September 30, 1998 or 1997.

(3) OIL AND GAS PROPERTY ACQUISITION

On December 19, 1996, the Company, through its wholly-owned subsidiary,
Thai Romo Limited ("Thai Romo"), exercised its preferential right to purchase
46.34% of the outstanding shares of Maersk Oil (Thailand) Limited ("MOTL"), a
wholly-owned subsidiary of Maersk Olie og Gas AS of Copenhagen, Denmark
("Maersk"). MOTL was a former co-concessionaire in Block B8/32 (the "Block"),
with a 31.67%

5
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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interest in the Concession. The purchase was consummated on March 3, 1997, with
Thai Romo Holdings ("TRH"), Thai Romo's nominee under the Share Sales Agreement
with Maersk, purchasing the shares for $28,617,000, which included $1,554,000 in
satisfaction of outstanding debt. After the closing, MOTL was renamed B8/32
Partners, Limited ("B8/32").

In connection with the purchase, the Company recorded $7,875,000 for the
deferred tax liability related to the excess of the acquisition price over the
tax basis of the MOTL property.

The remaining 53.66% of MOTL's stock was purchased by Thaipo Limited
("Thaipo") and by Palang Sophon Limited ("Palang") of Bangkok, Thailand. Thaipo,
Palang and MOTL were co-concessionaires with Thai Romo prior to the sale of
MOTL. As a result, RMOC's interest in the Block increased to a uniform 46.34%.

(4) DEBT

On September 20, 1996, the Company entered into a $150 million revolving
credit agreement (the "Credit Agreement") with a group of commercial lenders.
The Credit Agreement had a final maturity of September 30, 1999, and contained
an initial borrowing base limitation of $60 million. On April 29, 1997, the
borrowing base limitation was redetermined to $120 million. Subsequent to the
issuance of the Company's 10.75% Senior Subordinated Notes ("the Notes") in
September 1997, the borrowing base was reset to $60 million. The Credit
Agreement was secured by the stock of certain subsidiaries of the Company.

On September 8, 1997, the Company entered into a short-term credit
agreement (the "Bridge Loan") with Chase Manhattan Bank for an additional
borrowing of $5 million. The Bridge Loan contained covenants substantially
identical to those in the Credit Agreement. The Bridge Loan was repaid on
September 29, 1997 with proceeds from the Notes.

In December 1997, the Company and two of its lenders entered into an
Amended and Restated Credit Agreement (the "Restated Credit Agreement"). The
borrowing base was reset at a fixed amount of $150 million until September 30,
1998 (or earlier upon the completion of certain new financings or other
specified events). The Restated Credit Agreement provided that the Company pay
interest at rates based on a margin of 1.75% over LIBOR if the aggregate
outstanding principal amount is less than or equal to a threshold amount, which
was set at $60 million, (the "Threshold Amount") a margin of 2.75% over LIBOR if
the principal amount outstanding is greater than the Threshold Amount on or
prior to June 30, 1998, and a margin of 3.50% over LIBOR if the principal amount
outstanding is greater than the Threshold Amount after June 30, 1998.
Alternatively, the Company could pay a margin over the prime rate of 0.25%, 1%
and 1.75% respectively, for similar levels of borrowings. The borrowing rate
under this facility was 3.50% over LIBOR, and the commitment fee was equal to
0.5% per annum on the average daily balance of the unused borrowing base. Under
this facility the Company was required to repay by September 30, 1998 all
amounts borrowed in excess of the Threshold Amount.

The Restated Credit Agreement also provided for semi-annual borrowing base
redeterminations subsequent to September 30, 1998 as well as a limitation on
additional indebtedness, and the issuance of warrants to purchase 200,000 shares
of common stock under specified circumstances. The warrants were issued on July
10, 1998 with a seven year term and an exercise price of $21 per share (repriced
to $10.50 per share on September 28, 1998).

The Restated Credit Agreement also required the Company to (i) make
principal payments from the proceeds of certain asset sales (ii) restrict the
payment of dividends under certain circumstances, and (iii) maintain an
Operating Cash Flow (as defined therein) to interest expense ratio (the
"Interest Coverage Ratio") as follows: 1.5:1 for each quarter ending on or
before September 30, 1998 and 2.5:1 thereafter, such

6
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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

rates to be calculated excluding interest payable from the interest escrow for
the Notes. At March 31 and June 30, 1998 the lender waived the Interest Coverage
Ratio covenant.

On September 28, 1998, the Company entered into the Second Amended and
Restated Credit Agreement (the "Second Restated Credit Agreement") with The
Chase Manhattan Bank (hereinafter the "Lender"). The Second Restated Credit
Agreement amends and increases the amount of the borrowing base available under
the Restated Credit Agreement from $150,000,000 to $200,000,000. The maturity of
the facility has been extended until December 31, 1999. The covenants under the
Second Restated Credit Agreement are substantially similar to those of the
Restated Credit Agreement, but the Second Restated Credit Agreement changes the
Interest Coverage Ratio to not less than (i) 1.25:1 as of the end of the fiscal
quarter ending on March 31, 1999; (ii) 1.50:1 as of the end of the fiscal
quarter ending on June 30, 1999; and (iii) 2.00:1 as of the end of any fiscal
quarter thereafter. Additionally, the Second Restated Credit Agreement no longer
requires scheduled borrowing base redeterminations. If at any time after October
31, 1999, the aggregate principal amount outstanding under the Second Restated
Credit Agreement exceeds an amount, which initially was set at $60,000,000
(defined therein as the "Threshold Amount") the excess must be prepaid
immediately. The Second Restated Credit Agreement provides for interest at rates
based on a margin of 4.50% over LIBOR or 3% over the higher of the prime rate of
the Lender or the Federal funds rate plus .5%. These margins increase by 1% on
January 1, 1999, and by an additional 1% on the last business day of each
successive calendar quarter following January 1, 1999. The Company was paying a
stated interest rate of 9.875% at September 30, 1998. A commitment fee of .5%
per annum is charged on the balance of the unused commitment. Under the terms of
the Second Restated Credit Agreement and related Warrant Agreement the Company
incurred fees of $2,625,000 consisting of cash and warrants with a ten year term
at $0.01 per share to purchase 256,140 shares of the Company's common stock. In
addition, the exercise price on the 200,000 warrants issued on July 10, 1998 was
reset from $21 per share to $10.50 per share.

Additionally, the Warrant Agreement provides for the issuance of warrants
to the Lender to purchase an additional 256,140 shares of common stock of the
Company, if the Company has not executed a purchase and sale agreement with a
buyer for the sale of not less than 65% of the outstanding common stock of the
Company prior to October 31, 1998. The exercise price on the warrants is $.01
per share with a ten year term. These warrants were issued on October 31, 1998,
pursuant to the terms of the Warrant Agreement. If the Company has not satisfied
the conditions to closing of such purchase and sale agreement by November 30,
1998, the Lender will receive additional warrants to purchase 768,420 shares of
common stock of the Company at an exercise price of $.01 per share, with a ten
year term and if the Company has not satisfied the conditions to closing of such
purchase and sale agreement by December 31, 1998, the Lender will receive
additional warrants to purchase 1,280,700 shares of common stock of the Company
at an exercise price of $.01 per share with a ten year term. Therefore if the
Company has not satisfied the conditions to closing of such purchase and sale
agreement by December 31, 1998, the Lender could receive warrants to purchase a
total of 2,561,400 shares or approximately 10%, of the Company's common stock
under the terms of the Second Restated Credit Agreement and related Warrant
Agreement.

The Company's effective interest rate for the Second Restated Credit
Agreement includes the effect of both the additional warrants expected to be
issued and the total interest expected to be incurred. Based upon the Company's
stated interest rate at September 30, 1998, the effective interest rate for the
Second Restated Credit Agreement will reach 16.3% if not repaid prior to its
maturity date.

The Company recorded an extraordinary loss during the third quarter of 1998
of $7,452,000 associated with the early extinguishment of debt related to the
September 1998 Second Restated Credit Agreement with the Lender.

7
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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At September 30, 1998, approximately $147 million was outstanding under the
Second Restated Credit Agreement. On November 4, 1998, approximately $172
million was outstanding under the Second Restated Credit Agreement.

On September 29, 1997, the Company issued $120 million of Senior
Subordinated Notes due 2004 (the "Notes") at an annual interest rate of 10.75%.
The net proceeds were used to repay $93 million of outstanding indebtedness
under the Credit Agreement and to purchase approximately $24 million of
securities which were escrowed to pay interest on the Notes. The amount of the
securities purchased will be sufficient to provide for payment in full of the
first four semi-annual installments of scheduled interest payments commencing
April 1, 1998. The Notes contain customary covenants, including limitations on
the incurrence of additional indebtedness, restricted payments and the
establishment of certain liens.

In February 1998, the Company completed the exchange of the Notes, which
had been privately placed, for publicly registered notes. The new Notes
otherwise contain identical terms and conditions to the privately placed notes.
Additional bank borrowings by the Company are permitted under the indenture
pursuant to which the Notes were issued so long as the Company's indebtedness
does not exceed certain levels and it maintains certain ratios.

As of November 4, 1998, the Company had $28 million available under the
Second Restated Credit Agreement. The Company expects to exhaust its currently
available cash reserves and available bank credit in January 1999. The Lender
has informed the Company that it is not currently willing to increase the
commitment under the Second Restated Credit Agreement. The Company must raise
substantial additional funds to continue to fund activities subsequent to 1998.
Otherwise, the Company will not have the ability to undertake or complete
current and future drilling programs or to pay the principal and interest on its
outstanding debt. There can be no assurance that increased bank commitments,
debt, equity or other sources of funds will be available or that, if available,
will be on terms acceptable to the Company or sufficient to meet these and other
requirements. If the Company does not access substantial additional sources of
funds in the near term, it will not have the ability to complete the development
of proved undeveloped reserves in the Block, which will result in a downward
revision of the Company's proved reserves and the recognition of a significant
impairment charge by December 31, 1998. Such events will raise substantial doubt
about the ability of the Company to continue as a going concern past that date.
The Company continues to explore alternatives which may enable it to meet its
capital commitments at an acceptable cost. No assurances can be given that such
efforts will be successful in raising capital to continue pursuing development
activities.

On January 22, 1998, the Company announced that it intended to explore
various strategic alternatives regarding the ongoing development of its interest
in the Block. Exploration of these alternatives, including the possible merger
or sale of the Company is ongoing. On November 12, 1998, the Company issued a
statement reporting on the status of its efforts to explore such strategic
alternatives. During this process, the Company has had discussions with numerous
parties about their interest in acquiring the Company, but none of these
discussions resulted in a definitive agreement. The Company is currently in
discussions with one party on an exclusive basis. If a definitive merger
agreement is reached, it may result in a per share value to shareholders which
is less than the per share market price. No assurances can be given that any
definitive merger agreement will be reached or that any sale or similar
transaction will occur.

(5) TAXES

During the quarter ended September 30, 1998, the Company did not increase
its deferred tax asset which would have occurred as a result of the net loss of
$15,711,000 incurred for the quarter. Management considers the scheduled
reversal of deferred tax liabilities, projected future taxable income and tax
planning strategies in assessing the realization of deferred tax assets. The
Company's deferred tax asset is primarily associated with Net Operating Losses
(the "NOL's") in Thailand, whose realization is dependent upon generating
sufficient
8
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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

taxable income prior to their expiration. Management believes that there is a
risk that certain of these NOL's may expire unused and, accordingly, has
established a valuation allowance against them. Although realization is not
assured for the remaining deferred tax assets, management believes it is more
likely than not that they will be realized through future taxable earnings or
alternative tax strategies.

(6) CRUDE OIL HEDGING ACTIVITIES

During the first quarter of 1996, the Company entered into crude oil price
swaps with an affiliate of its lender in the amount of 1,000,000 barrels at
$15.92 per barrel for the period April through December of 1997, and in the
amount of 1,750,000 barrels at $15.92 per barrel for the year 1998. As the
Company's production in 1997 did not meet its swap obligation and the Company
expected that situation to continue in 1998, a portion of the Company's
obligation was considered speculative in 1997, marked to market and recognized
in the consolidated statement of operations.

During the first quarter of 1998, the Company entered into offsetting
positions for its entire 1998 swap position, thus resulting in no material
future exposure to the original swaps. The cost of establishing this position
was insignificant.

The Company also sold to an affiliate of its lender an option to purchase
1,250,000 barrels of aggregate oil volumes from January through December 1999 at
a price of $18.30 per barrel. The Company has accounted for the swap option
separately as it does not qualify as a hedge. At September 30, 1998, the Company
estimates the fair market value of this position to be $36,000 and has recorded
the amount as a liability on the consolidated balance sheet.

The Company has recorded a net gain of $32,000 in the Consolidated
Statement of Operations for the three months ended September 30, 1998 for the
increase in market value of the swap option as compared to a gain of $410,000
during the three months ended September 30, 1997.

(7) FOREIGN TRANSLATION GAIN/LOSS

Business transactions and foreign operations recorded in a foreign currency
are restated in U.S. Dollars, which is the Company's functional currency.
Revenues, operating and general and administrative expenses denominated in
currencies other than the functional currency are translated at an average
exchange rate for the period. Transaction gains and losses that arise from
exchange rate fluctuations on transactions denominated in a currency other than
the functional currency are recognized in the consolidated statement of
operations in the year of occurrence. Net current assets and liabilities are
translated monthly at current rates and recognized in the consolidated statement
of operations in the year of occurrence. Currency translations resulted in a
gain of $814,000 and $1,732,000 for the three and nine month periods ended
September 30, 1998, compared to a loss of $1,850,000 for the three and nine
month periods ended September 30, 1997.

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RUTHERFORD-MORAN OIL CORPORATION

NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(8) SUBSEQUENT EVENT

At the Concessionaires' request, PTT reduced its maximum gas nomination
from 115% of Daily Contract Quantities to 85 MMCF per day (the "DCQ") from May
through September 1998. This reduction reflected a prudent reservoir management
measure. Effective October 1, 1998, PTT increased its nomination to 115% of DCQ,
or approximately 98 MMCF per day. Because of production declines, the current
rate of gas production cannot meet 115% of DCQ, nor can it meet DCQ. In order to
maximize current cash flow, the Concessionaires have offset the effects of
decrease gas volumes with increase oil volumes until such time as drilling,
workover maintenance and additional platform installation increase gas
production to an amount equal to or exceeding DCQ. Management believes the
economic benefits of increased oil production exceed the costs of the gas price
penalty (being a sum in cash equal to the difference between the daily quantity
and the nominated quantity times 25% of the prevailing price during such period)
incurred due to failure to meet the gas nomination.

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<PAGE> 12

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

The following discussion should be read in conjunction with the audited
consolidated financial statements as of and for the year ended December 31,
1997, included in the Company's annual report on Form 10-K.

The following discussion is intended to assist in understanding the
Company's financial position and results of operations for the three and nine
month periods ended September 30, 1998. The unaudited condensed consolidated
financial statements and the notes thereto should be referred to in conjunction
with this discussion.

From time to time, the Company may elect to make certain statements that
provide the Company's stockholders and the investing public with
"forward-looking" information (as defined in the Private Securities Litigation
Reform Act of 1995). Words such as "anticipate", "believe", "estimate",
"project", and similar expressions are intended to identify such forward-looking
statements. Forward-looking statements may be made by management orally or in
writing, including, but not limited to, in press releases, as part of the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section of this report and as part of other sections of the
Company's filings with the Securities and Exchange Commission under the
Securities Act of 1933 and the Securities Exchange Act of 1934. Such
forward-looking statements may include, but not be limited to, statements
concerning estimates of current and future results of operations, financial
position, reserves, the timing and commencement of wells and the production
therefrom, production estimates based upon drill stem tests and other test data,
future capacity under its credit arrangements, future capital expenditures,
liquidity requirements and year 2000 compliance.

Such forward-looking statements are subject to certain risks, uncertainties
and assumptions, including without limitation, those identified below. Should
one or more of these risks or uncertainties materialize, or should any of the
underlying assumptions prove incorrect, actual results of current and future
operations may vary materially from those anticipated, estimated or projected.

Among the factors that have a direct bearing on the Company's results of
operations and the oil and gas industry in which it operates are uncertainties
inherent in estimating reserves and future production and cash flows,
particularly with respect to wells with limited production histories; access to
additional capital; changes in the price of oil and natural gas; the limited
exploration histories in Block B8/32 (the "Block"); the status of the Company's
existing and future contractual relationships with the Government of Thailand,
including the Concession and the Gas Sales Agreement (the "GSA"); risks
associated with having the Government of Thailand as the sole purchaser of the
Company's gas production, including the potential for political instability and
economic downturns in the Thailand economy and a reduction in demand for oil and
natural gas in Thailand; foreign currency fluctuation risks; the Company's
substantial indebtedness, the presence of competitors with greater financial
resources and capacity; difficulties and risks associated with offshore oil and
gas exploration and development operations and risks associated with offshore
marine operations such as capsizing, sinking, grounding, collision and damage
from severe weather conditions.

OVERVIEW

The Company began producing oil and gas from the Tantawan Field, its first
development in the Block, in February 1997. Prior to that time, the Company was
classified as a development stage company. As a result, the Company's historical
results of operations and period-to-period comparisons of such results, and
certain financial data may not be meaningful or indicative of future results.
The Company's financial condition, results of operations, future growth and the
carrying value of its proved reserves will depend substantially on its ability
to access substantial additional sources of funds to acquire or find and
successfully develop additional oil and gas reserves within the Block. The
revenues expected to be generated by the Company's future operations will be
highly dependent upon production levels, commodity prices and demand for oil and
natural gas. Natural gas produced from the Company's Tantawan and Benchamas
Fields is subject to the GSA with the Petroleum Authority of Thailand ("PTT"),
with prices subject to semi-annual adjustment (or more frequent adjustments
under certain circumstances) based on movements in, among other things,
inflation, oil prices and the

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<PAGE> 13

Thai Baht/U.S. Dollar exchange rate. The price received by the Company for its
oil production and the level of production will depend on numerous factors
beyond the Company's control, including the condition of the world economy,
political and regulatory conditions in Thailand and other oil and gas producing
countries, and the actions of the Organization of Petroleum Exporting Countries.
Decreases in the prices of oil or gas could have an adverse effect on the
carrying value of the Company's proved reserves and the Company's revenues,
profitability, cash flow and availability of credit.

During the fourth quarter of 1997, the Company changed its method of
accounting for its investment in oil and gas properties from the full cost to
the successful efforts method. Under the successful efforts method of
accounting, costs of exploration and development, including lease acquisition
and intangible drilling costs associated with exploration efforts which result
in the discovery of proved reserves and costs associated with development
drilling, whether or not successful, are capitalized. The cost of unsuccessful
exploration wells and geological and geophysical costs are expensed as incurred.
Gain or loss is recognized when a property is sold or ceases to produce and is
abandoned. Capitalized drilling costs of producing properties are amortized
utilizing the units-of-production method based on units of proved developed
reserves for each field. Lease acquisition cost related to producing oil and gas
properties are amortized utilizing the units of production method based on units
of proved reserves for each field. The change to this method resulted in no
impairment to long-lived assets in accordance with Statement of Financial
Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of".

All prior period financial statements presented herein have been restated
to reflect the aforementioned change in accounting principle (see Note 2 to
unaudited condensed consolidated financial statements).

Since the latter half of 1997, many countries in Southeast Asia, including
Thailand, have experienced significant reductions in economic growth. Natural
gas produced in Thailand by the Company and other producers is primarily used
for electrical power generation. The current recession in Thailand has reduced
the use of electricity thereby slowing the increase and potentially reducing the
consumption of hydrocarbon fuels used to power electric generators. Prolonged
decreased demand for fuel oil and natural gas at a time when sources of supplies
are increasing may impact the Company's long term ability to market substantial
increases in gas production. In the near term the Company believes that its
natural gas will displace either imported crude oil, lignite or imported natural
gas as power generation feedstock, because domestic natural gas is cheaper to
purchase, environmentally preferable and enables the government to increase its
U.S. Dollar reserves during a period of economic uncertainty.

As the Company exports its crude oil to the highest bidder for U.S.
Dollars, it does not believe that the recent events in Thailand and other
countries in Southeast Asia will impact its ability to market crude oil.

RESULTS OF OPERATIONS

Three Months Ended September 30, 1998, Compared with Three Months Ended
September 30, 1997.

The Company's net loss of $15,711,000 or $0.61 per share for the three
months ended September 30, 1998 increased from a net loss of $4,766,000 or $0.19
per share for the three months ended September 30, 1997. The increase in net
loss is primarily due to the extraordinary loss on early extinguishment of debt,
higher depletion expense and increased interest expense caused by higher debt
levels, partially offset by foreign exchange gains and increased revenues
associated with production from the Tantawan Field, net of related operating
costs.

Sales volumes for the three months ended September 30, 1998, before
royalties, were 434,182 barrels of oil and 3,559,219 MCF of gas, compared to
236,026 barrels of oil and 3,937,924 MCF of gas during the three months ended
September 30, 1997. Oil sales volumes increased as a result of two liftings
during the three months ended September 30, 1998 as compared to one lifting
during the three months ended September 30, 1997, while gas volumes declined due
to production declines and a change in production strategy (see Liquidity and
Capital Resources).

Operating expenses incurred for the three months ended September 30, 1998,
were $6,057,000 as compared to $7,458,000 during the three months ended
September 30, 1997. Operating expenses decreased

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<PAGE> 14

due to allocating a portion of operating overhead to the Benchamas development
program starting in the fourth quarter of 1997.

Interest expense of $4,397,000 for the three months ended September 30,
1998 increased compared to $1,972,000 for the three months ended September 30,
1997. This is due to an increase in borrowings, higher annual interest rates
associated with the placement in September 1997 of $120 million 10.75% Senior
Subordinated Notes and increases in amortization of deferred financing costs,
partially offset by increases in capitalized interest.

Depreciation, depletion and amortization expense recorded for the three
months ended September 30, 1998, was $7,774,000 as compared to $5,137,000 for
the three months ended September 30, 1997. This increase is primarily due to
increases in the depletable base, as well as decreases in proved reserves at
Tantawan Field.

General and administrative expenses of $1,559,000 for the three months
ended September 30, 1998 increased compared to $1,226,000 for the three months
ended September 30, 1997. These increases were primarily attributable to
activities related to the review of strategic alternatives announced by the
Company in 1998.

The Company had a foreign exchange gain of $814,000 for the three months
ended September 30, 1998, compared to a foreign exchange loss of $1,850,000 for
the three months ended September 30, 1997. This change was due to fluctuations
in the value of the Thai Baht versus the U.S. Dollar.

The Company did not record an income tax benefit for the three months ended
September 30, 1998 because management believes that there is a risk that Net
Operating Losses (the "NOL's") may expire unused. The Company recorded an income
tax benefit for the three months ended September 30, 1997 in the amount of
$2,212,000.

The Company recorded an extraordinary loss during the third quarter of 1998
of $7,452,000 associated with the early extinguishment of debt related to the
September 1998 Second Amended and Restated Credit Agreement with Chase Manhattan
Bank.

Nine Months Ended September 30, 1998, Compared with Nine Months Ended September
30, 1997

The Company's net loss of $29,526,000 or $1.15 per share increased from a
net loss of $8,680,000 or $0.34, per share for the nine months ended September
30, 1997. The increase in net loss is primarily attributable to the
extraordinary loss on early extinguishment of debt, higher depletion expense and
increased interest expense associated with increased debt levels, dry hole
costs, general and administrative expense and operating expense partially offset
by increased oil and gas revenues and gains on foreign exchange and futures
contracts.

Sales volumes for the nine months ended September 30, 1998, before
royalties, were 851,154 barrels of oil and 11,682,497 MCF of gas, compared to
594,905 barrels of oil and 8,888,267 MCF of gas, for the nine months ended
September 30, 1997. Oil and gas production increases are due to two additional
production platforms added in the third quarter 1997. Increased oil and gas
revenues for the nine months ended September 30, 1998 associated with these
increased volumes were partially offset by lower oil and gas prices.

Operating expense incurred for the nine months ended September 30, 1998,
was $18,239,000 as compared to $17,100,000 for the nine months ended September
30, 1997. This increase is primarily attributable to an increase in the number
of production platforms, as well as recording only eight months of operating
expense for the nine months ended September 30, 1997 due to Tantawan production
beginning in February, 1997, partially offset by allocating a portion of
operating overhead to the Benchamas development program starting in the fourth
quarter 1997.

Dry hole cost was $2,516,000 for the nine months ended September 30, 1998
and represents costs associated with the Tantawan 18 and 19 that were
unsuccessful exploratory wells. No dry hole costs were recorded for the nine
months ended September 30, 1997. Exploration expense credits for the nine months

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<PAGE> 15

ended September 30, 1998 are primarily attributable to the overaccrual of
Jarmjuree seismic costs recorded in the fourth quarter of 1997 that were
reversed in the second quarter of 1998 upon final accounting of such cost.

Interest expense of $13,345,000 for the nine months ended September 30,
1998 increased compared to $4,620,000 for the nine months ended September 30,
1997. Such increase is primarily attributable to an increase in borrowings,
higher interest rates and amortization of deferred financing cost associated
with the placement of the Notes, partially offset by increases in capitalized
interest.

Depreciation, depletion and amortization expense recorded for the nine
months ended September 30, 1998 was $20,145,000 as compared to $11,208,000 for
the nine months ended September 30, 1997. Such increase was attributable to
increases in the depletable base and production volumes, as well as decreases in
Tantawan proved reserves.

General and administrative expenses of $5,298,000 for the nine months ended
September 30, 1998 increased compared to $3,993,000 for the nine months ended
September 30, 1997. These increases were primarily attributable to activities
related to the review of strategic alternatives announced by the Company in
1998.

A foreign exchange gain of $1,732,000 was recorded for the nine months
ended September 30, 1998 compared to a loss of $1,850,000 for the nine months
ended September 30, 1997. This increase is related to fluctuations in the value
of the Thai Baht in relation to the U.S. dollar.

LIQUIDITY AND CAPITAL RESOURCES

During the period from the inception of the Company on September 21, 1990
through September 30, 1998, the Company invested approximately $305 million,
primarily for development and exploration activities conducted in the Block and
the acquisition of interests in or rights to the Concession. During this period,
the Company had negative operating cash flow. Since its inception, the Company
has financed its growth with a combination of equity infusions by its principal
stockholders (primarily Messrs. Rutherford and Moran), bank and stockholders
loans, the sale of common stock and net proceeds of $117,000,000 from the
issuance of 10.75% Senior Subordinated Notes (the "Notes").

In June 1996, RMOC completed an initial public offering which resulted in
net proceeds of approximately $97 million. The proceeds were used to repay
outstanding debt to the Company's principal stockholders, repay bank debt, and
fund cash expenditures.

On September 20, 1996, the Company entered into a $150 million revolving
credit agreement (the "Credit Agreement") with a group of commercial lenders.
The Credit Agreement was to mature on September 30, 1999 and contained a
borrowing base limitation. The Credit Agreement was secured by the stock of
certain subsidiaries of the Company.

On September 29, 1997, the Company issued $120 million of Notes. The net
proceeds from this offering were used to repay $93 million of outstanding debt
under the Credit Agreement and the Bridge Loan and to purchase a portfolio of
U.S. Government obligations of approximately $24 million, which is sufficient to
provide for payment in full when due, the first four scheduled interest payments
on the Notes. The indenture pursuant to which the Notes were issued imposes
customary financial and other restrictions on the Company and its subsidiaries.

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<PAGE> 16

In December 1997, the Company and two of its lenders entered into the
Amended and Restated Credit Agreement (the "Restated Credit Agreement"). The
borrowing base was reset at a fixed amount of $150 million until September 30,
1998 (or earlier upon the completion of certain new financings or other
specified events). The Restated Credit Agreement provided that the Company pay
interest at rates based on a margin of 1.75% over LIBOR if the aggregate
outstanding principal amount is less than or equal to a threshold amount, which
was set at $60 million, (the "Threshold Amount"), a margin of 2.75% over LIBOR
if the principal amount outstanding was greater than the Threshold Amount on or
prior to June 30, 1998, and a margin of 3.50% over LIBOR if the principal amount
outstanding was greater than the Threshold Amount after June 30, 1998.
Alternatively, the Company could pay a margin over the prime rate of 0.25%, 1%
and 1.75% respectively, for similar levels of borrowings. The borrowing rate
under this facility was 3.50% over LIBOR, and the commitment fee was equal to
0.5% per annum on the average daily balance of the unused borrowing base. Under
this facility the Company was required to repay by September 30, 1998 all
amounts borrowed in excess of the Threshold Amount.

The Restated Credit Agreement also provided for semi-annual borrowing base
redeterminations subsequent to September 30, 1998, as well as a limitation on
additional indebtedness and the issuance of warrants to purchase 200,000 shares
of common stock under specified circumstances. The warrants were issued on July
10, 1998 with a seven year term and an exercise price of $21 per share (repriced
to $10.50 per share on September 28, 1998).

On September 28, 1998, the Company entered into the Second Amended and
Restated Credit Agreement (the "Second Restated Credit Agreement") with The
Chase Manhattan Bank (hereinafter the "Lender"). The Second Restated Credit
Agreement amends and increases the amount of the borrowing base available under
the Restated Credit Agreement from $150,000,000 to $200,000,000. The maturity of
the facility has been extended until December 31, 1999. The covenants under the
Second Restated Credit Agreement are substantially similar to those of the
Restated Credit Agreement, but the Second Restated Credit Agreement changes the
Interest Coverage Ratio to not less than (i) 1.25:1 as of the end of the fiscal
quarter ending on March 31, 1999; (ii) 1.50:1 as of the end of the fiscal
quarter ending on June 30, 1999; and (iii) 2.00:1 as of the end of any fiscal
quarter thereafter. Additionally, the Second Restated Credit Agreement no longer
requires scheduled borrowing base redeterminations. If at any time after October
31, 1999, the aggregate principal amount outstanding under the Second Restated
Credit Agreement exceeds an amount, which initially was set at $60,000,000
(defined therein as the "Threshold Amount") the excess must be prepaid
immediately. The Second Restated Credit Agreement provides for interest at rates
based on a margin of 4.50% over LIBOR or 3% over the higher of the prime rate of
the Lender or the Federal funds rate plus .5%. These margins increase by 1% on
January 1, 1999, and by an additional 1% on the last business day of each
successive calendar quarter following January 1, 1999. The Company was paying a
stated interest rate of 9.875% at September 30, 1998. A commitment fee of .5%
per annum is charged on the balance of the unused commitment. Under the terms of
the Second Restated Credit Agreement and related Warrant Agreement, the Company
incurred fees of $2,625,000 consisting of cash and warrants with a ten year term
at $0.01 per share to purchase 256,140 shares of the Company's common stock. In
addition, the exercise price on the 200,000 warrants issued on July 10, 1998 was
reset from $21 per share to $10.50 per share.

1998, the Lender will receive additional warrants to purchase 768,420 shares of
common stock of the Company at an exercise price of $.01 per share with a ten
year term, and if the Company has not satisfied the conditions to closing of
such purchase and sale agreement by December 31, 1998, the Lender will receive
additional warrants to purchase 1,280,700 shares of common stock of the Company
at an exercise price of $.01 per share with a ten year term. Therefore if the
Company has not satisfied the conditions to closing of such purchase and sale
agreement by December 31, 1998, the Lender could receive warrants to purchase a
total of 2,561,400 shares, or approximately 10% of the Company's common stock,
under the terms of the Second Restated Credit Agreement and related Warrant
Agreement.

The Company's effective interest rate for the Second Restated Credit
Agreement includes the effect of both the additional warrants expected to be
issued and the total interest expected to be incurred. Based upon the Company's
stated interest rate at September 30, 1998 the effective interest rate for the
Second Restated Credit Agreement will reach 16.3% if not repaid prior to its
maturity date.

At the Concessionaires' request, PTT reduced its maximum gas nomination
from 115% of Daily Contract Quantities 85 MMCF per day (the "DCQ") from May
through September 1998. This reduction reflected a prudent reservoir management
measure. Effective October 1, 1998, PTT increased its nomination to 115% of DCQ,
or approximately 98 MMCF per day. Because of production declines, the current
rate of gas production cannot meet 115% of DCQ, nor can it meet DCQ. In order to
maximize current cash flow, the Concessionaires have offset the effects of
decrease gas volumes with increase oil volumes until such time as drilling,
workover maintenance and additional platform installation increase gas
production to an amount equal to or exceeding DCQ. Management believes the
economic benefits of increased oil production exceed the costs of the gas price
penalty (being a sum in cash equal to the difference between the daily quantity
and the nominated quantity times 25% of the prevailing price during such period)
incurred due to failure to meet the gas nomination.

The Company makes, and is obligated to continue making, substantial
expenditures for the development and production of oil and natural gas reserves.
Additional expenditures could also be required for exploration activities. Since
its inception, the Company has financed these expenditures primarily through a
combination of equity infusions by its principal stockholders, bank and
stockholder loans, the issuance of the Notes and the sale of common stock. The
Company made approximately $57,226,000 in capital expenditures during the nine
months ended September 30, 1998, and currently expects capital expenditures for
1998 to be approximately $100 million, of which approximately 70% to 80% is
planned for development of the Benchamas Field. The Company also expects to
expend funds over the next several years to support additional exploration and
development activities in the Block. Recently, the Company has funded these
activities with substantial additional bank borrowings under the Second Restated
Credit Agreement and expects to continue doing so for the remainder of 1998.
Should the Company not be able to access additional sources of funds in the near
term, the Company will not generate sufficient cash flow to pay the principal
and interest on its outstanding debt.

As of November 4, 1998, the Company had $28 million available under the
Second Restated Credit Agreement. The Company expects to exhaust its currently
available cash reserve and available bank credit in January 1999. The Lender has
informed the Company that it is not currently willing to increase the commitment
under the Second Restated Credit Agreement. The Company must raise substantial
additional funds to continue to fund activities subsequent to 1998. Otherwise,
the Company will not have the ability to undertake or complete current and
future drilling programs or to pay the principal and interest on its outstanding
debt. There can be no assurance that increased bank commitments, debt, equity or
other sources of funds will be available or that, if available, will be on terms
acceptable to the Company or sufficient to meet these and other requirements. If
the Company does not access substantial additional sources of funds in the near
term, it will not have the ability to complete the development of proved
undeveloped reserves in the Block, which will result in a downward revision of
the Company's proved reserves and the recognition of a significant impairment
charge by December 31, 1998. Such events will raise substantial doubt about the
ability

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of the Company to continue as a going concern past that date. The Company
continues to explore alternatives which may enable it to meet its capital
commitments at an acceptable cost. No assurances can be given that such efforts
will be successful in raising capital to continue pursuing development
activities.

CHANGING OIL PRICES

The Company is dependent on crude oil prices, which have historically been
volatile. The Company may use crude oil price swaps and other similar
arrangements to hedge against potential adverse effects of fluctuations in
future prices for the Company's future oil production. While the swaps are
intended to reduce the Company's exposure to declines in the market price of
crude oil, they may limit the Company's gain from increases in the market price.

NEW ACCOUNTING PRONOUNCEMENT

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). The statement standardizes the accounting
for derivative instruments, including certain derivative instruments embedded in
other contracts, by requiring that an entity recognize these items as assets or
liabilities in the statement of financial positions and measure them at fair
value. The Standard is effective as of the beginning of the first quarter of the
fiscal year beginning after June 15, 1999. The Company is evaluating the effects
SFAS 133 may have on reported results.

YEAR 2000 COMPLIANCE

The Year 2000 issue arises because many currently installed computer
systems are not capable of distinguishing between 20th century dates and 21st
century dates. This results from computer programs being written using two
digits rather than four digits to define the applicable year. Consequently, on
January 1, 2000, the year will revert to "00" in many non-Year 2000 compliant
applications, and the time will appear to have reverted back 100 years to the
year 1900. Therefore, in computing basic lengths of time, the Company's computer
programs, certain building infrastructure components and any additional
time-sensitive software that are non-Year 2000 compliant could suffer system
failures or miscalculations which could cause personal injury and property
damage. Disruption of activities such as operations, production or
transportation or a temporary inability to process transactions may also result,
any or all of which could affect materially and adversely the Company's
business, financial condition or results of operations.

The Company recognizes the need to ensure that its operations will not be
adversely affected by Year 2000 software failures. Therefore, in mid 1998 the
Company began examining the Year 2000 issue in an effort to minimize the
disruptions to the Company's business and potential Company liabilities that
could result from Year 2000 software failures. The Company has engaged experts
to assist in assessing system compliance and to complete remediation work where
necessary.

The Company has reviewed its information and operating systems located in
its Houston headquarters. Based on this review, the Company believes that such
financial and operational systems are Year 2000 compliant. Because the Company
believes that its Houston headquarters systems are Year 2000 compliant, it has
not developed a comprehensive contingency plan for the Houston headquarters.
However, if the Company identifies significant risks related to its Year 2000
compliance in Houston, the Company will develop
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contingency plans as necessary. The Company has not incurred any material costs
in making systems in its Houston headquarters Year 2000 compliant because the
software and hardware was replaced as part of the Company's normal program of
periodically upgrading such systems. The Company also has initiated efforts to
evaluate the Year 2000 readiness of its key vendors. There can be no guarantee
that Year 2000 problems originating with vendors will not occur, causing a loss
of or delay in the delivery of products and services necessary to the Company's
operations.

As to computer systems and equipment used for the development and
production of the Block, Thaipo Limited (the "Operator") operates such systems
and is in the process of reviewing their Year 2000 compliance. While the Company
has questioned the Operator about such compliance, the Company must rely on the
representations of the Operator with respect to those issues. Experts engaged by
the Company are assessing the Operator's system and advising the Company as to
Year 2000 compliance as well as the consequences of any Year 2000 failures, and
their necessary remediation. The Operator has completed an inventory which
indicates that not all of its systems and equipment are Year 2000 compliant, and
indicated that it is in the process of completing a plan to insure Year 2000
compliance; however, the Company has not yet been informed of the time frame for
completion of such project or the costs expected to address such non-
compliance. Until the Company receives more detailed information from the
Operator regarding the Year 2000 compliance of the systems and equipment in
Thailand, it is impracticable, if not impossible, to develop a useful
contingency plan for such systems.

The Company believes that Year 2000 interruptions in its customers'
operations could impact its sales, receivables and/or cash flow. The Operator is
also responsible for investigating compliance by customers of the
Concessionaires. To date, the Company has not yet been informed of the status of
such compliance.

There can be no assurance that the Company will timely identify and
remediate all significant Year 2000 problems, that remedial efforts will not
involve significant time and expense, that technical resources will be available
to perform any necessary remedial work or that third parties whose systems and
operations impact the Company will not suffer from non-compliance. Year 2000
non-compliance could result in a material disruption of the Company's
operations, production or deliveries, an interruption in its ability to collect
amounts due from customers, personal injury or property damage or any number of
other difficulties. Depending on the length and magnitude of non-compliance and
system failure, any or all of these situations could have a material adverse
impact on the Company's results of operations and financial position.

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PART II -- OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The Company's Restated Credit Agreement provided for the issuance to its
commercial lenders of warrants to purchase common stock of the Company if the
Company failed to attain certain levels of principal reduction under such
facility. On July 10, 1998, warrants to purchase 200,000 shares of common stock
were issued to the lenders pursuant to the warrant agreement. The warrants have
a seven year term and an exercise price of $21 per share.

The Company entered into the Second Restated Credit Agreement on September
28, 1998. At that time, the Company repriced the aforementioned warrants to
purchase 200,000 shares of common stock from $21.00 per share to $10.50 per
share. In addition, the Company issued the lender warrants to purchase 256,140
shares of common stock at $0.01 per share as part of the closing fees. On
October 31, 1998, the Company issued the lender warrants to purchase 256,140
shares of common stock at $0.01 per share. Additional warrants representing up
to 8% of the Company's outstanding common stock may vest in favor of the lender
through December 31, 1998 if the Company has not satisfied the conditions to
closing of an executed purchase and sale agreement for the sale of not less than
65% of the outstanding common stock of the Company.

The Company received no proceeds from the issuance of the warrants.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

10.1 -- Second Amended and Restated Credit Agreement

10.2 -- Warrant Agreement between Rutherford-Moran Oil Corporation and
the Chase Manhattan Bank

10.3 -- Rutherford-Moran Incentive Bonus Plan adopted by the Board of
Directors of the Company on May 7, 1998, as amended by the
Board of Directors on August 27, 1998.

27 -- Financial Data Schedule

(b) Reports on Form 8-K

Current Report on Form 8-K dated September 24, 1998 regarding the 1998
Annual Meeting of Shareholders.

19
<PAGE> 21

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

RUTHERFORD-MORAN OIL
CORPORATION

By: /s/ DAVID F. CHAVENSON

----------------------------------
David F. Chavenson
Vice President, Finance and Chief
Financial Officer and Treasurer

Dated: November , 1998
<PAGE> 22

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

RUTHERFORD-MORAN EXPLORATION COMPANY

By: /s/ DAVID F. CHAVENSON
----------------------------------
David F. Chavenson
Treasurer and Director (Principal
Financial and Accounting
Officer)

Dated: November , 1998
<PAGE> 23

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

THAI ROMO HOLDINGS, INC.

By: /s/ DAVID F. CHAVENSON
----------------------------------
David F. Chavenson
Treasurer and Director (Principal
Financial and Accounting
Officer)

Dated: November , 1998
<PAGE> 24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

THAI ROMO LIMITED

By: /s/ DAVID F. CHAVENSON
----------------------------------
David F. Chavenson
Director (Principal Financial and
Accounting Officer)

Dated: November , 1998

<PAGE> 1
EXHIBIT 99.1

================================================================================

RUTHERFORD--MORAN OIL CORPORATION,
as Borrower

AND

RUTHERFORD--MORAN EXPLORATION COMPANY,

THAI ROMO HOLDINGS, INC.,

THAI ROMO LIMITED

AND

OTHER SUBSIDIARY GUARANTORS,
as Guarantors

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

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 28, 1998

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

THE CHASE MANHATTAN BANK,
as Administrative Agent

================================================================================
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1. 1.01 CERTAIN DEFINED TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. 1.02 ACCOUNTING TERMS AND DETERMINATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
3. 1.03 TYPES OF LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
4. 1.04 BORROWING BASE AND THRESHOLD AMOUNT DETERMINATIONS AND COMPUTATIONS. . . . . . . . . . . . . . . . . . . 26
5. 1.05 COPIES OF DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 2. COMMITMENTS, LOANS, NOTES AND PREPAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
6. 2.01 LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
7. 2.02 BORROWINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
8. 2.03 CHANGES OF COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
9. 2.04 COMMITMENT FEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10. 2.05 LENDING OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
11. 2.06 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12. 2.07 NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
13. 2.08 OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF LOANS. . . . . . . . . . . . . . . . . . . . . . 33
14. 2.09 MANDATORY PREPAYMENTS AND REDUCTIONS OF COMMITMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
15. 2.10 PAYMENT OF FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
16. 3.01 REPAYMENT OF LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
17. 3.02 INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
18. 4.01 PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

Page 1
<PAGE> 3

<TABLE>
<S> <C>
19. 4.02 PRO RATA TREATMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
20. 4.03 COMPUTATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
21. 4.04 MINIMUM AMOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
22. 4.05 CERTAIN NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
23. 4.06 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
24. 4.07 SHARING OF PAYMENTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 5. YIELD PROTECTION, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
25. 5.01 ADDITIONAL COSTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
26. 5.02 LIMITATION ON TYPES OF LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
27. 5.03 ILLEGALITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
28. 5.04 TREATMENT OF AFFECTED LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
29. 5.05 BROKEN FUNDING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
30. 5.06 U.S. TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
31. 5.07 REPLACEMENT OF CERTAIN LENDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

SECTION 6. GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
32. 6.01 THE GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
33. 6.02 OBLIGATIONS UNCONDITIONAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
34. 6.03 REINSTATEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
35. 6.04 SUBROGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
36. 6.05 REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
37. 6.06 CONTINUING GUARANTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
38. 6.07 THAI TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
39. 6.08 RIGHTS OF CONTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
40. 6.09 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
</TABLE>

Page 2
<PAGE> 4

<TABLE>
<S> <C>
SECTION 7. CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
41. 7.01 CONDITIONS TO EFFECTIVENESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
42. 7.02 FURTHER CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 8. REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
43. 8.01 CORPORATE EXISTENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
44. 8.02 FINANCIAL CONDITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
45. 8.03 LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
46. 8.04 NO BREACH. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
47. 8.05 ACTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
48. 8.06 APPROVALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
49. 8.07 USE OF CREDIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
50. 8.08 ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
51. 8.09 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
52. 8.10 INVESTMENT COMPANY ACT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
53. 8.11 PUBLIC UTILITY HOLDING COMPANY ACT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
54. 8.12 MATERIAL AGREEMENTS AND LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
55. 8.13 COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
56. 8.14 CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
57. 8.15 SUBSIDIARIES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
58. 8.16 TITLE TO ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
59. 8.17 TRUE AND COMPLETE DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
60. 8.18 PROJECT AGREEMENTS; COMPLETION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
61. 8.19 SPECIAL PURPOSE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
62. 8.20 SBM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
63. 8.21 USE OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
</TABLE>

Page 3
<PAGE> 5

<TABLE>
<S> <C>
SECTION 9. COVENANTS OF THE OBLIGORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
64. 9.01 FINANCIAL STATEMENTS ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
65. 9.02 LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
66. 9.03 EXISTENCE, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
67. 9.04 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
68. 9.05 PROHIBITION OF FUNDAMENTAL CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
69. 9.06 LIMITATION ON LIENS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
70. 9.07 INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
71. 9.08 INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
72. 9.09 RESTRICTED PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
73. 9.10 INTEREST COVERAGE RATIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
74. 9.11 MAINTENANCE OF CORPORATE SEPARATENESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
75. 9.12 LINES OF BUSINESS; ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
76. 9.13 TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
77. 9.14 CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
78. 9.15 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS AND PRODUCTION PAYMENTS. . . . . . . . . . . . . . . . . . 89
79. 9.16 PROJECT AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
80. 9.17 SUBORDINATED INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
81. 9.18 DEFAULTS UNDER GAS SALES AND CERTAIN ACTIONS OF THAI GOVERNMENT AUTHORITIES. . . . . . . . . . . . . . . 91
82. 9.19 ADDITIONAL SUBSIDIARY GUARANTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
83. 9.20 SPECIAL COVENANTS WITH RESPECT TO B8/32 PARTNERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
84. 9.21 MODIFICATIONS AND PAYMENTS OF SENIOR SUBORDINATED NOTES. . . . . . . . . . . . . . . . . . . . . . . . . 92
</TABLE>

Page 4
<PAGE> 6
<TABLE>
<S> <C>
SECTION 10. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93

SECTION 11. THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
85. 11.01 APPOINTMENT, POWERS AND IMMUNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
86. 11.02 RELIANCE BY ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
87. 11.03 DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
88. 11.04 RIGHTS AS A LENDER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
89. 11.05 INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
90. 11.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. . . . . . . . . . . . . . . . . . . . . . . . . 101
91. 11.07 FAILURE TO ACT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
92. 11.08 RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
93. 11.09 CONSENTS UNDER OTHER BASIC DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103

SECTION 12. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
94. 12.01 WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
95. 12.02 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
96. 12.03 EXPENSES, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
97. 12.04 AMENDMENTS, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
98. 12.05 SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
99. 12.06 ASSIGNMENTS AND PARTICIPATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
100. 12.07 SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
101. 12.08 CAPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
102. 12.09 COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
103. 12.10 GOVERNING LAW; SUBMISSION TO JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
104. 12.11 WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
105. 12.12 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
106. 12.13 APPOINTMENT OF THE BORROWER AS AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
</TABLE>

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<TABLE>
<S> <C>
107. 12.14 JOINT AND SEVERAL LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112
108. 12.15 JUDGMENT CURRENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
</TABLE>

SCHEDULE I - MATERIAL AGREEMENT AND LIENS
SCHEDULE II - COMPLIANCE WITH LAWS
SCHEDULE III - SUBSIDIARIES AND INVESTMENTS
SCHEDULE IV - LITIGATION
SCHEDULE V - TAXES
SCHEDULE VI - CAPITALIZATION
SCHEDULE VII - PROJECT AGREEMENTS

EXHIBIT A - FORM OF NOTE
EXHIBIT B-1 - FORM OF BORROWER PLEDGE AGREEMENT
EXHIBIT B-2 - FORM OF THAI PLEDGE AGREEMENT
EXHIBIT C-1 - FORM OF OPINION OF SPECIAL COUNSEL TO THE
OBLIGORS
EXHIBIT C-2 - FORM OF OPINION OF SPECIAL THAI COUNSEL
TO THE OBLIGORS
EXHIBIT D - FORM OF OPINION OF SPECIAL NEW YORK COUNSEL
TO CHASE
EXHIBIT E - FORM OF CONFIDENTIALITY AGREEMENT
EXHIBIT F - FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT G - FORM OF PROCESS AGENT ACCEPTANCE
EXHIBIT H - FORM OF PROCESS AGENT POWER OF ATTORNEY FOR
THAI ROMO
EXHIBIT I - FORM OF AFFILIATE SUBORDINATION AGREEMENT

Page 6
<PAGE> 8

SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
September 28, 1998, between: RUTHERFORD--MORAN OIL CORPORATION, a corporation
duly organized and validly existing under the laws of the State of Delaware
(the "Borrower"); RUTHERFORD--MORAN EXPLORATION COMPANY, a corporation duly
organized and validly existing under the laws of the State of Delaware
("RMEC"); THAI ROMO HOLDINGS, INC., a corporation duly organized and validly
existing under the laws of the State of Delaware ("TRH"); THAI ROMO LIMITED, a
limited liability company organized under the laws of the Kingdom of Thailand
("Thai Romo"); each of the Subsidiaries of the Borrower that becomes a
guarantor pursuant to Section 9.19 hereof, (RMEC, TRH, Thai Romo and each other
such Subsidiary of the Borrower that becomes a guarantor pursuant to Section
9.19 hereof, the "Subsidiary Guarantors"); each of the lenders that is a
signatory hereto identified under the caption "LENDERS" on the signature pages
hereto or that, pursuant to Section 12.06(b) hereof, shall become a "Lender"
hereunder (individually, a "Lender" and, collectively, the "Lenders"); and THE
CHASE MANHATTAN BANK, a New York State banking corporation, as administrative
agent for the Lenders (in such capacity, together with any successors in such
capacity, the "Administrative Agent").

The Borrower, the Subsidiary Guarantors, certain Lenders (the
"Existing Lenders") and the Administrative Agent are parties to a Credit
Agreement dated as of September 20, 1996, as amended and restated as of
December 3, 1997 (the "Existing Credit Agreement"). The Borrower has requested
that the Lenders and the Administrative Agent agree to amend and restate the
Existing Credit Agreement, and the Lenders and the Administrative Agent are
willing to amend and restate the Existing Credit Agreement, all on the terms
and conditions herein set forth.

Accordingly, the parties hereto agree to amend and restate the
Existing Credit Agreement so that, as amended and restated, it reads in its
entirety as provided herein.

Credit Agreement
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SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS

1.01 CERTAIN DEFINED TERMS. As used herein, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

"Affiliate" means, as to any Person, any Subsidiary of such
Person and any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person. For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. Notwithstanding the
foregoing, (i) no individual shall be an Affiliate of any Person solely by
reason of his or her being a director, officer or employee of such Person and
(ii) none of the Borrower and the Wholly Owned Subsidiaries of the Borrower
shall be Affiliates of each other.

"Affiliate Subordinated Indebtedness" shall mean Indebtedness
of any Subsidiary Guarantor to the Borrower or to any other Subsidiary
Guarantor for borrowed money the obligations of such Subsidiary Guarantor in
respect of which are subordinated to the obligations of such Subsidiary
Guarantor hereunder pursuant to an Affiliate Subordination Agreement (or on
other terms of subordination, and pursuant to documentation, reasonably
satisfactory to the Majority Lenders).

"Affiliate Subordination Agreement" shall mean one or more
subordination agreement(s) among the Borrower, any of the Subsidiary Guarantors
and the Administrative Agent in substantially the form of Exhibit I hereto.

"Applicable Lending Office" shall mean, for each Lender and
for each Type of Loan, the "Lending Office" of such Lender (or of an affiliate
of such Lender) designated for such Type of Loan on the signature pages hereof
or such other office of such Lender (or of an affiliate of such Lender) as such
Lender may from time to time specify to the Administrative Agent and the
Borrower as the office by which its Loans of such Type are to be made and
maintained.

Credit Agreement
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"Applicable Margin" shall mean (a) with respect to Base Rate
Loans, 3.00% per annum and (b) with respect to Eurodollar Loans, 4.50% per
annum; provided, however, the "Applicable Margin" shall increase with respect
to each Type of Loan by 1.00% on January 1, 1999 and by an additional 1.00% on
each successive Quarterly Date following January 1, 1999.

"B8/32 Partners" shall mean B8/32 Partners Ltd., a limited
liability company organized under the laws of the Kingdom of Thailand.

"Baht" shall mean lawful money of the Kingdom of Thailand.

"Bankruptcy Code" shall mean the U.S. Federal Bankruptcy Code
of 1978, as amended from time to time.

"Bareboat Charter" shall mean the Bareboat Charter dated as of
February 9, 1996, between Tantawan Production B.V. and Tantawan Services, LLC
in connection with the charter of the "TANTAWAN EXPLORER" for use in the
Tantawan Field in the Gulf of Thailand.

"Base Rate" shall mean, for any day, a rate per annum equal to
the higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b)
the Prime Rate for such day. Each change in any interest rate provided for
herein based upon the Base Rate resulting from a change in the Base Rate shall
take effect at the time of such change in the Base Rate.

"Basic Documents" shall mean, collectively, this Agreement,
the Notes, the Pledge Agreements and the Existing Warrant Agreement and the
Second Warrant Agreement.

"Borrower Pledge Agreement" shall mean the Pledge Agreement
substantially in the form of Exhibit B-1 hereto executed by the Borrower in
favor of the Administrative Agent, as the same may be modified and supplemented
and in effect from time to time.

Credit Agreement
<PAGE> 11
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"Borrowing Base" shall have the meaning assigned to such term
in Section 1.04(b)(iii) hereof.

"Borrowing Base Deficiency" shall mean, with respect to any
Redetermination Date, the amount (if any) by which the aggregate principal
amount of the Loans outstanding as of such Redetermination Date exceeds the
Borrowing Base as redetermined as of such Redetermination Date.

"Business Day" shall mean any day (a) on which commercial
banks are not authorized or required to close in New York City and (b) if such
day relates to a borrowing of, a payment or prepayment of principal of or
interest on, a Conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice by the Borrower with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, that is also a day on which dealings
in Dollar deposits are carried out in the London interbank market.

"Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

"Casualty Event" shall mean, with respect to any Property of
any Person, any loss of or damage to, or any condemnation or other taking of,
such Property for which such Person or any of its Subsidiaries receives,
anticipates recovering or has filed a claim for Casualty Proceeds.

"Casualty Proceeds" shall mean the proceeds of any insurance,
condemnation award or other compensation paid or payable to the Borrower or any
Subsidiary Guarantor or any of their respective Subsidiaries by an insurer or
Government Authority in respect of any Casualty Event.

"Change of Control" shall mean that (i) Patrick Rutherford or
John Moran, (ii) their Affiliates, (iii) any trust or corporation, all of the
beneficiaries or

Credit Agreement
<PAGE> 12
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shareholders, as the case may be, of which are any one or more of the persons
referred to in clause (i) or their immediate family members, or (iv) any bona
fide legal representative of any of the individuals in clause (i) duly
appointed as a result of the death or legal incapacity of such individual,
shall cease to own collectively, directly or indirectly, more than 51% (on a
fully-diluted basis) of the aggregate voting shares of capital stock of all
classes of the Borrower or shall cease to have the ability to appoint or
remove, directly or indirectly (including voting rights obtained from other
shareholders), the majority of the members of the board of directors of the
Borrower.

"Chase" shall mean The Chase Manhattan Bank or any successor.

"Code" shall mean the U.S. Internal Revenue Code of 1986, as
amended from time to time.

"Commitment" shall mean, as to each Lender, the obligation of
such Lender to make a Loan pursuant to Section 2.01 hereof in a principal
amount at any one time outstanding up to but not exceeding the amount set
opposite such Lender's name on the signature pages hereof under the caption
"Commitment". The original aggregate principal amount of the Commitments is
$200,000,000.

"Commitment Percentage" shall mean, with respect to any
Lender, the ratio of the amount of the Commitment of such Lender to the
aggregate of the Commitments of all the Lenders.

"Commitment Termination Date" shall mean the Scheduled
Commitment Termination Date or such earlier date as shall be determined in
accordance with Sections 2.03 and 2.09 hereof.

"Common Stock Escrow Agreement" shall mean the Escrow
Agreement, dated the date of this Agreement, between the Borrower and Chase
relating to certain warrants of the Borrower.

"Concession Agreement" shall mean, collectively, (i) Petroleum
Concession No. 1/2534/36 dated as of August 1, 1991, whereby the Ministry of
Industry of the Kingdom of Thailand awarded to Maersk, Thaipo, and Thai

Credit Agreement
<PAGE> 13
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Romo the concession to develop hydrocarbon producing properties in Block B8/32
in the Gulf of Thailand; (ii) Supplementary Petroleum Concession No. 1 to
Petroleum Concession No. 1/2534/36 dated as of March 6, 1992, whereby
Sophonpanich entered into Petroleum Concession No. 1/2534/36; and (iii)
Supplementary Petroleum Concession No. 2 to Petroleum Concession No. 1/2534/36
dated as of September 4, 1995, whereby Maersk transferred all of its interest
in the Tantawan Field to Thaipo and whereby Thaipo, Thai Romo and Sophonpanich
readjusted their respective interests in the Tantawan Field.

"Continue", "Continuation" and "Continued" shall refer to the
continuation pursuant to Section 2.08 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

"Convert", "Conversion" and "Converted" shall refer to a
conversion pursuant to Section 2.08 hereof of one Type of Loans into another
Type of Loans, which may be accompanied by the transfer by a Lender (at its
sole discretion) of a Loan from one Applicable Lending Office to another.

"Deficiency" shall mean, on any date, the amount (if any) by
which the aggregate principal amount of the Loans as of such date exceeds the
Borrowing Base as in effect on such date.

"Default" shall mean an Event of Default or an event that with
notice or lapse of time or both would become an Event of Default.

"Determination Date" shall mean May 1 and November 1 of each
year commencing November 1, 1999; provided that if such date is not a Business
Day, the Determination Date shall be the immediately succeeding Business Day.

"Determination Period" shall mean, (a) with respect to any
Reserve Evaluation Report delivered by the Independent Petroleum Engineer, the
calendar year for which such report was prepared and (b) with respect to any
Reserve Evaluation Report prepared by any Obligor, the period from January 1 to
June 30 of the calendar year for which such report was prepared.

Credit Agreement
<PAGE> 14
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"Disposition" shall mean any sale, assignment, transfer, lease
or other conveyance or disposition of any Property which is given any value in
determining the Borrowing Base (whether now owned or hereafter acquired) by any
Obligor or any of its Subsidiaries to any other Person excluding (i) obsolete
or worn-out Property, tools or equipment no longer used or useful in its
business, (ii) any inventory or other Property (including, without limitation,
accounts receivable) sold or disposed of in the ordinary course of business and
ordinary business terms, (iii) any hydrocarbons produced, processed or sold in
the ordinary course of business and (iv) dispositions of Properties the subject
of Casualty Events.

"Dollar-Denominated Production Payments" shall mean production
payment obligations of the Borrower or any Subsidiary Guarantor which are
payable from a specified share of proceeds received from production from
specific Properties, together with all undertakings and obligations in
connection therewith.

"Dollars" and "$" shall mean lawful money of the United States
of America.

"Equity Issuance" shall mean (a) any issuance or sale by the
Borrower or any of its Subsidiaries after the date hereof of (i) any of its
capital stock, (ii) any warrants or options exercisable in respect of its
capital stock or (other than any warrants or options issued to directors,
officers, consultants or employees of the Borrower or any of its Subsidiaries
pursuant to employee benefit plans established in the ordinary course of
business and any capital stock of the Borrower issued upon the exercise of such
warrants or options) or (iii) any other security or instrument representing an
equity interest (or the right to obtain any equity interest) in the Borrower or
any of its Subsidiaries or (b) the receipt by the Borrower or any of its
Subsidiaries after the date hereof of any capital contribution (whether or not
evidenced by any equity security issued by the recipient of such contribution)
or (c) any Public Equity Offering; provided that an Equity Issuance shall not
include (w) any such issuance or sale by any Subsidiary of the Borrower to the
Borrower or any Subsidiary of the Borrower, (x) any capital contribution by the
Borrower or any Subsidiary of the Borrower to any Subsidiary of the Borrower,
(y) any issuance of convertible subordinated debt

Credit Agreement
<PAGE> 15
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that constitutes Subordinated Indebtedness issued in accordance with Section
9.07(n) hereof or (z) any issuance of equity securities upon the exercise of
any conversion right with respect to such convertible subordinated debt.

"Equity Rights" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class, or
partnership or other ownership interests of any type in, such Person.

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

"ERISA Affiliate" shall mean any corporation or trade or
business that is a member of any group of organizations (i) described in
Section 414(b) or (c) of the Code of which any of the Borrower and its
Subsidiaries is a member and (ii) solely for purposes of potential liability
under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the
lien created under Section 302(f) of ERISA and Section 412(n) of the Code,
described in Section 414(m) or (o) of the Code of which any of the Borrower and
its Subsidiaries is a member.

"Escrow Agreement" shall mean the agreement between SBM,
Thaipo, Thai Romo, Sophonpanich and any other parties thereto relating to the
flow of funds from the operation of the Project and detailing the reimbursement
procedure referenced in Article 8.1 in the Operating Agreement for the payment
of amounts owed to SBM.

"Eurodollar Loans" shall mean Loans that bear interest at
rates based on rates referred to in the definition of "Eurodollar Rate" in this
Section 1.01.

"Eurodollar Rate" shall mean, with respect to any Eurodollar
Loan for any Interest Period therefor, the arithmetic mean, as determined by
the Administrative Agent, of the rates per annum (rounded upwards, if
necessary, to the nearest 1/16 of 1%) quoted by the respective Reference
Lenders at

Credit Agreement
<PAGE> 16
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approximately 11:00 a.m. London time (or as soon thereafter as practicable) on
the date two Business Days prior to the first day of such Interest Period for
the offering by the respective Reference Lenders to leading banks in the London
interbank market of Dollar deposits having a term comparable to such Interest
Period and in an amount comparable to the principal amount of the Eurodollar
Loan to be made by the respective Reference Lenders for such Interest Period.
If any Reference Lender is not participating in any Eurodollar Loans during any
Interest Period therefor, the Eurodollar Rate for such Loans for such Interest
Period shall be determined by reference to the amount of such Loans that such
Reference Lender would have made or had outstanding had it been participating
in such Loan during such Interest Period.

"Event of Default" shall have the meaning assigned to such
term in Section 10 hereof.

"Existing Agreement Closing Date" shall mean December 3, 1997.

"Federal Funds Rate" shall mean, for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is
to be determined is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as
so published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Chase on such Business Day on such
transactions as determined by the Administrative Agent.

"GAAP" shall mean accounting principles generally accepted in
the United States as such principles shall be in effect at the time of the
computation or determination or as of the date of the relevant financial
statements, as the case may be (the "Relevant Date").

Credit Agreement
<PAGE> 17
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"Gas Sales Agreement" shall mean the Gas Sales Agreement dated
as of November 7, 1995 among the Petroleum Authority of Thailand, as gas
purchaser, and Thaipo, Thai Romo, and Sophonpanich, as gas sellers, as amended
by the First Amendment to Gas Sales Agreement dated as of November 12, 1997.

"Government Authority" shall mean any federal, state,
provincial, municipal, local or territorial government or governmental
subdivision, department, court, commission, board, bureau, agency, regulatory
authority, instrumentality, judicial, taxing or administrative body, domestic
or foreign, including, without limitation, in the case of the Kingdom of
Thailand, any ministry or state enterprise of the Kingdom of Thailand and any
officer or official of any of the foregoing.

"Guarantee" shall mean a guarantee, an endorsement, a
contingent agreement to purchase or to furnish funds for the payment or
maintenance of, or otherwise to be or become contingently liable under or with
respect to, the Indebtedness, other obligations, net worth, or working capital
of any Person or any production or revenues generated by (or any capital or
other expenditures incurred in connection with the acquisition and exploitation
of, or the exploration for or development or production of) any Hydrocarbon
Properties, or a guarantee of the payment of dividends or other distributions
upon the stock or equity interests of any Person, or an agreement to purchase,
sell or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including, without limitation, a guarantee in favor of a bank or other
financial institution in order to cause such bank or financial institution to
issue a letter of credit or other similar instrument for the benefit of another
Person, but excluding endorsements for collection or deposit in the ordinary
course of business. The terms "Guarantee" and "Guaranteed" used as a verb
shall have a correlative meaning.

"Hedging Agreement" shall mean, for any Person, an agreement
or arrangement between such Person and one or more financial institutions or
other entities providing for the transfer or mitigation of risks of
fluctuations in (x) the prices of hydrocarbons, either generally or under
specific circumstances or (y) currency exchange rates between U.S. dollars and
Thai baht either generally or under specific circumstances.

Credit Agreement
<PAGE> 18
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"Hydrocarbon Properties" shall mean, without duplication, the
Borrower's and Subsidiary Guarantors' interests in hydrocarbon reserves.

"Indebtedness" shall mean, for any Person (without
duplication): (a) obligations created, issued or incurred by such Person for
borrowed money (whether by loan, the issuance and sale of debt securities or
the sale of Property to another Person subject to an understanding or
agreement, contingent or otherwise, to purchase or repurchase the same or
similar Property from such Person); (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than
trade accounts payable (other than for borrowed money) arising, and accrued
expenses incurred, in the ordinary course of business so long as such trade
accounts payable are payable within 90 days after the date of receipt of the
invoice therefor; (c) obligations of others secured by a Lien on the Property
of such Person, whether or not the respective obligations so secured has been
assumed by such Person; (d) obligations of such Person in respect of letters of
credit, surety bonds or similar instruments issued or accepted by banks, surety
companies and other financial institutions for account of such Person and
issued in respect of liabilities of such Person of the type described in other
clauses of this definition; (e) Capital Lease Obligations of such Person other
than any thereof for which Thai Romo is liable and which is incurred in
connection with transactions under the Operating Agreement or the Joint
Operating Agreement; (f) obligations of such Person in respect of obligations
of the types specified in other clauses of this definition as a partner or
joint venturer of any partnership or joint venture (other than in respect of
obligations incurred in the ordinary course of business); (g) obligations of
such Person in respect of Interest Rate Protection Agreements or Hedging
Agreements; and (h) Indebtedness of others Guaranteed by such Person, provided
that the term "Indebtedness" shall not include any of the foregoing which are
subject to irrevocable legal defeasance in accordance with the terms thereof.
When used with respect to Thai Romo, "Indebtedness" shall include Thai Romo's
obligations to reimburse the operator under the Operating Agreement or The
Joint Operating Agreement for Thai Romo's pro rata share of payments made by
such operator in respect of Indebtedness incurred by such operator in
connection with transactions under such agreements.

Credit Agreement
<PAGE> 19
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"Independent Petroleum Engineer" shall mean Ryder Scott &
Associates or any firm of independent petroleum engineers selected by the
Borrower and acceptable to the Administrative Agent.

"Initial Reserve Evaluation Report" shall mean a report
prepared by Ryder Scott & Associates dated February 5, 1996 and affirmed as of
June 26, 1996, with respect to Proved Reserves, future cash flows, capital
expenditures, and net profits after the payment of the Thai special
renumeratory benefit, Thai corporate and other taxes and expenses as of January
1, 1996.

"Interest Coverage Ratio" shall mean, as at any date, the
ratio of (a) Operating Cash Flow for the four complete fiscal quarters of the
Borrower and its Subsidiaries ending on or most recently ended prior to such
date (but in no event shall this ratio be calculated prior to the fiscal
quarter of the Borrower ending March 31, 1999), in each case taken as a single
accounting period, to (b) Interest Expense for such period.

"Interest Expense" shall mean, for any period, interest
expense of the Borrower and its Subsidiaries (determined on a consolidated
basis without duplication in accordance with GAAP), including, without
limitation: (a) all interest in respect of Indebtedness (including, without
limitation, the interest component of any payments in respect of Capital Lease
Obligations) accrued (whether or not actually paid during such period) or
capitalized during such period plus (b) the net amount payable (or minus the
net amount receivable) under Interest Rate Protection Agreements during such
period (whether or not actually paid or received during such period); provided
that any interest paid or accrued on the Senior Subordinated Notes during such
period shall be excluded from the calculation of Interest Expenses if (x) such
payments are made from the proceeds of cash or Investments subject to the Lien
permitted pursuant to Section 9.06(w) hereof or (y) in the case of accrued
interest, sufficient funds are subject to the Lien permitted pursuant to
Section 9.06(w) hereof to pay such accrued interest.

Credit Agreement
<PAGE> 20
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"Interest Period" shall mean, with respect to any Eurodollar
Loan, each period commencing on the date such Eurodollar Loan is made or
Converted from a Base Rate Loan or the last day of the next preceding Interest
Period for such Loan and ending on the numerically corresponding day in the
first, second or third calendar month thereafter, as the Borrower may select as
provided in Section 4.05 hereof, except that each Interest Period that
commences on the last Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent
calendar month) shall end on the last Business Day of the appropriate
subsequent calendar month.

Notwithstanding the foregoing: (i) if any Interest Period
would otherwise end after the Commitment Termination Date, such Interest Period
shall end on the Commitment Termination Date; (ii) each Interest Period that
would otherwise end on a day that is not a Business Day shall end on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business Day); and (iii)
notwithstanding clause (i) above, no Interest Period shall have a duration of
less than one month and, if the Interest Period for any Eurodollar Loan would
otherwise be a shorter period, such Loan shall not be available hereunder for
such period.

"Interest Rate Protection Agreement" shall mean, for any
Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more financial institutions providing for the
transfer or mitigation of interest risks either generally or under specific
contingencies.

"Investment" in any Person shall mean any investment, whether
by means of share purchase, loan, advance, extension of credit, capital
contribution or otherwise, in or to such Person, the Guarantee of any
Indebtedness of such Person or the subordination of any claim against such
Person to other Indebtedness of such Person; except that "Investment" shall not
include investments in inventory or trade receivables made or arising in the
ordinary course of business for the sale of goods or services; provided that
when used with respect to Thai Romo, "Investments" shall include any payments
made by Thai Romo to the operator under the Operating Agreement in satisfaction
of Thai Romo's obligations to reimburse such operator for its pro rata share of
Investments made by such operator in connection with transactions under such
agreement.

Credit Agreement
<PAGE> 21
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"Joint Operating Agreement " shall mean, collectively, (i) the
Joint Operating Agreement dated as of August 1, 1991 between Maersk, Thai Romo,
Thaipo, and Sophonpanich, (ii) the Transfer Agreement dated March 2, 1995
between Maersk, Thai Romo, Thaipo, and Sophonpanich, whereby Maersk agrees to
convey its interest and operatorship in respect of the Tantawan Area of Block
B8/32 to Thaipo and (iii) the Agreement of Operatorship and Conveyance of
Interest dated as of March 3, 1995 between Maersk and Thaipo.

"Law" shall mean any present or future federal, state, local
or other constitution, charter, act, statute, law, ordinance, code, rule,
regulation, order, judgment of a court or standards contained in any
applicable permit or approval, or any other legislative, judicial or
administrative action of any Governmental Authority, including without
limitation, those relating to (1) the protection of human health, safety or the
environment or (2) to regulation of emissions, discharges, releases or
threatened releases to the environment.

"Legal Requirements" shall mean all laws, rules or regulations
of any Government Authority or any order, writ, injunction or decree of any
court or governmental or regulatory authority or agency.

"Lien" shall mean, with respect to any Property, any
assignment in trust, mortgage, lien, pledge, charge, fiduciary or security
assignment, security interest or encumbrance of any kind in respect of such
Property (including, without limitation, any Production Payment, advance,
payment or similar arrangement with respect to minerals in place). For
purposes of the foregoing, a Person shall be deemed to own subject to a Lien
any Property that it has acquired or holds subject to the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement (other than an operating lease) relating to such Property.

"Loans" shall mean the loans provided for in Section 2.01
hereof, which may be Base Rate Loans and/or Eurodollar Loans.

Credit Agreement
<PAGE> 22
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"Maersk" shall mean Maersk Oil (Thailand) Limited, a company
organized under the laws of the Kingdom of Thailand.

"Majority Lenders" shall mean Lenders having at least 66 2/3%
of the aggregate amount of the Commitments or, if the Commitments shall have
terminated, Lenders holding at least 66 2/3% of the aggregate unpaid principal
amount of the Loans.

"Margin Stock" shall mean "margin stock" within the meaning of
Regulation U and Y.

"Material Adverse Effect" shall mean a material adverse effect
on (a) the financial condition of the Borrower and its Subsidiaries taken as a
whole, or (b) the ability of any of the Obligors to perform any of its payment
obligations or any of its other material obligations under any of the Basic
Documents to which it is a party.

"Multiemployer Plan" shall mean a multiemployer plan defined
as such in Section 3(37) of ERISA to which contributions have been made by the
Borrower or any of its Subsidiaries or any ERISA Affiliate and that is covered
by Title IV of ERISA.

"Net Available Proceeds" shall mean:

(a) in the case of any Disposition by any Obligor, the amount
of Net Cash Payments received in connection with such Disposition;

(b) in the case of any Casualty Event, the aggregate amount
of the Casualty Proceeds received by an Obligor in respect of such
Casualty Event net of (i) reasonable expenses incurred by such Obligor
in connection therewith and (ii) contractually required repayments of
Indebtedness to the extent secured by a Lien on the Property the
subject of such Casualty Event and any income and transfer taxes
payable by such Obligor or the Borrower in respect of such Casualty
Event; and

Credit Agreement
<PAGE> 23
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(c) in the case of any Equity Issuance or the incurrence of
any Subordinated Indebtedness, the aggregate amount of cash received
by the Borrower and the Subsidiary Guarantors in respect of such
Equity Issuance or the incurrence of such Subordinated Indebtedness,
as the case may be, net of commissions, discounts and other
transaction costs incurred by the Borrower and the Subsidiary
Guarantors in connection therewith.

"Net Cash Payments" shall mean, with respect to any
Disposition, the aggregate amount of all cash payments, and the fair market
value of any non-cash consideration, received by an Obligor directly or
indirectly in connection with such Disposition; provided that (a) Net Cash
Payments shall be net of (i) the amount of any legal, title and recording tax
expenses, commissions and other fees and expenses paid by such Obligor in
connection with such Disposition and (ii) any Federal, state and local income
or other taxes estimated (including, without limitation, any foreign taxes) to
be payable by such Obligor, as the case may be, as a result of such Disposition
(but only to the extent that amounts equal to such estimated taxes are in fact
paid to the relevant Governmental Authority not later than the date such taxes
are required to be paid to such relevant Government Authority) and (b) Net Cash
Payments shall be net of any repayments by such Obligor of Indebtedness to the
extent that (i) such Indebtedness is secured by a Lien on the Property that is
the subject of such Disposition and (ii) such Indebtedness is to be repaid as a
condition to the Disposition of such Property.

"Non-Recourse Debt" shall mean any Indebtedness of the
Borrower or any Subsidiary of the Borrower in respect of which the sole
recourse of the holder or holders thereof (except to the extent approved by the
Majority Lenders) is to specified Properties of the Borrower or one of its
Subsidiaries and the revenues generated thereby or to a Subsidiary of the
Borrower whose only assets (except to the extent approved by the Majority
Lenders) consist of such specified Properties and the revenues generated
thereby and the terms and conditions of which (including, without limitation,
the amortization and other payment provisions of which and the interest and
other compensation payable in respect of which, the non-recourse provisions of
which and the other terms of which including, without limitation, covenants and
events of default), and the documentation for which, are acceptable to the
Majority Lenders; provided that

Credit Agreement
<PAGE> 24
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the existence in any document executed by the Borrower or such Subsidiary in
connection with such Non-Recourse Debt (the "Subject Debt") of a provision
which provides for recourse to the Properties or assets of the Borrower or such
Subsidiary generally by reason of gross negligence or willful misconduct of the
Borrower or such Subsidiary, will not cause the Subject Debt to be excluded
from the definition of "Non-Recourse Debt" prior to the time that a claim is
made against the Borrower or such Subsidiary, as the case may be, alleging the
gross negligence or willful misconduct of the Borrower or such Subsidiary, as
the case may be (it being understood that immediately upon any such claim being
made against the Borrower or such Subsidiary the amount of such claim shall
cease to be Non-Recourse Debt).

"Notes" shall mean the promissory notes provided for by
Section 2.07 hereof and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be modified and supplemented
and in effect from time to time.

"Obligors" shall mean, collectively, the Borrower and the
Subsidiary Guarantors.

"Operating Agreement" shall mean the Operating Agreement
between SBM Marine Services Thailand Ltd. and Tantawan Services, LLC, dated
February 9, 1996, relating to the operation of the "TANTAWAN EXPLORER".

"Operating Cash Flow" shall mean, for any period, the sum, for
the Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following: (a) net operating
income (calculated before taxes, Interest Expense, exploration costs,
extraordinary and unusual items and income or loss attributable to equity in
Affiliates) for such period plus (b) depreciation, depletion, amortization and
other non-cash expenses (to the extent deducted in determining net operating
income) for such period.

"Original Notes" shall mean the promissory notes, dated as of
the Existing Agreement Closing Date, executed by the Borrower in favor of the
Existing Lenders.

Credit Agreement
<PAGE> 25
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"Payment Default" shall mean any failure of the Borrower to
pay any principal of or interest on the Loans when due.

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

"Permitted Investments" shall mean: (a) direct obligations of
the United States of America, or of any agency thereof, or obligations
guaranteed as to principal and interest by the United States of America, or of
any agency thereof, in each case maturing not more than 180 days from the date
of acquisition thereof; (b) marketable general obligations issued by any state
of the United States of America maturing within 180 days from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings generally obtainable from either Standard & Poor's Ratings
Group or Moody's Investors Service, Inc.; (c) Dollar denominated domestic and
Eurodollar certificates of deposit, time or demand deposits or bankers'
acceptances and maturing within 180 days from the date of acquisition issued or
guaranteed by, or placed with, and money market deposit accounts issued or
offered by: (i) any Lender, (ii) any other commercial bank organized under the
laws of the United States of America or any state thereof or the District of
Columbia (or the holding company of which such bank is a subsidiary) that
maintains a rating of "A" or better by Standard & Poor's Ratings Group or
Moody's Investors Services, Inc., and (iii) any branch located in the United
States of America of a commercial bank organized under the laws of the United
Kingdom, Canada or Japan (or the holding company of which such commercial bank
is a subsidiary) that maintains a rating of "A" or better by Standard & Poor's
Ratings Group or Moody's Investors Services, Inc.; (d) commercial paper rated
A-1 or better or P-1 or better by Standard & Poor's Ratings Group or Moody's
Investors Services, Inc., respectively; (e) investments arising under the Basic
Documents; and (f) fully collateralized repurchase agreements with a term of
not more than 30 days for underlying securities of the types described in
clauses (a) and (b) of this definition, entered into with any institution
meeting the qualifications specified in subclauses (i) through (iii) of clause
(c) of this definition.

Credit Agreement
<PAGE> 26
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"Person" shall mean any individual, corporation, company,
voluntary association, partnership, joint venture, trust, unincorporated
organization or government (or any agency, instrumentality or political
subdivision thereof).

"Plan" shall mean an employee benefit or other plan
established or maintained by the Borrower or any ERISA Affiliate and that is
covered by Title IV of ERISA, other than a Multiemployer Plan.

"Pledge Agreements" shall mean the Borrower Pledge Agreement
and the Thai Pledge Agreements.

"Post-Default Rate" shall mean, in respect of (a) any
principal of any Loan that is not paid when due (whether at stated maturity, by
acceleration or otherwise), a rate per annum during the period from and
including the due date to but excluding the date on which such amount is paid
in full equal to 2% plus the Base Rate as in effect from time to time plus the
Applicable Margin for Base Rate Loans (provided that, if the amount so in
default is principal of a Eurodollar Loan and the due date thereof is a day
other than the last day of the current Interest Period therefor, the
"Post-Default Rate" for such principal shall be, for the period from and
including such due date to but excluding the last day of such Interest Period,
2% plus the interest rate for such Loan as provided in Section 3.02(b) hereof)
and (b) interest on any Loan that is not paid when due (whether at stated
maturity, by acceleration or otherwise), a rate per annum during the period
from and including the due date to but excluding the date on which such amount
is paid in full equal to 2% plus the Base Rate as in effect from time to time
plus the Applicable Margin for Base Rate Loans.

"Present Value of Reserves" shall mean, as of any date,
estimated net cash flow expressed in Dollars (after development expenses and
production taxes) in respect of Proved Reserves attributable to Hydrocarbon
Properties calculated in accordance with risk factors and product pricing
models for hydrocarbon properties in effect at the time such estimate is made
and discounted to present value at a discount rate for Proved Reserves
acceptable, in each case, to the Required Lenders.

Credit Agreement
<PAGE> 27
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"Prime Rate" shall mean the rate of interest from time to time
announced by Chase at the Principal Office as its prime commercial lending
rate.

"Principal Office" shall mean the principal office of The
Chase Manhattan Bank, located on the date hereof at 270 Park Avenue, New York,
New York 10017.

"Production Payments" shall mean Dollar-Denominated Production
Payments and Volumetric Production Payments.

"Project" shall mean the ongoing development activities in the
Tantawan area of Block B8/32 in the Gulf of Thailand pursuant to the Project
Agreements.

"Project Agreements" shall mean, collectively, the agreements
set forth on Schedule VII hereto.

"Property" shall mean any property of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible, including
any right or interest therein or thereto.

"Proved Reserves", for any Person, shall mean reserves (to the
extent of the net interest of such Person) comprised of quantities of
hydrocarbons which geologic and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions.

"PTT" shall mean The Petroleum Authority of Thailand.

"Public Equity Offering" shall mean an underwritten primary
public offering of the common stock of the Borrower, pursuant to an effective
registration statement filed with the Securities and Exchange Commission in
accordance with the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

Credit Agreement
<PAGE> 28
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"Qualifying Shares" shall mean the shares of Thai Romo stock
held by PRRTHAI, Inc., THAIPRR, L.P., JAMTHAI, Inc., THAIJAM, L.P. and MDMTHAI,
Inc., representing an aggregate of five ordinary shares.

"Quarterly Dates" shall mean the last Business Day of March,
June, September and December in each year, the first of which shall be
September 30, 1996.

"Redetermination" shall mean a redetermination of the
Borrowing Base provided for by Section 1.04 hereof.

"Redetermination Date" shall have the meaning assigned to such
term in Section 1.04(b)(ii) hereof.

"Redetermination Event" shall mean the occurrence of any of
the following after the date of this Agreement:

(a) the giving by the Administrative Agent or the Required
Lenders of a notice to the Borrower indicating that the Threshold
Amount will be redetermined pursuant to Section 1.04 hereof, provided
that not more than one such notice may be given prior to any
Redetermination Date and provided that no such notice may be given
prior to the Redetermination Date occurring in connection with the
Report Delivery Date occurring on September 15, 1999;

(b) the giving by the Borrower of a notice to the
Administrative Agent and the Lenders requesting that the Threshold
Amount be determined pursuant to Section 1.04 hereof, provided that
not more than one such notice may be given by the Borrower prior to
any Redetermination Date;

(d) the incurrence of any Subordinated Indebtedness permitted
to be incurred pursuant to Section 9.07(n) hereof; and

Credit Agreement
<PAGE> 29
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(e) any Disposition (including, for purposes hereof,
dispositions of Properties the subject of Casualty Events).

"Reference Lenders" shall mean Chase.

"Regulation A", "Regulation D", "Regulation U", "Regulation X,
and "Regulation Y" shall mean, respectively, Regulations A, D, U, X and Y of
the Board of Governors of the Federal Reserve System (or any successor), as the
same may be modified and supplemented and in effect from time to time.

"Regulatory Change" shall mean, with respect to any Lender,
any change after the date hereof in U.S. Federal, state or foreign law or
regulations (including, without limitation, Regulation D) or the adoption or
making after such date of any interpretation, directive or request applying to
a class of banks including such Lender of or under any U.S. Federal, state or
foreign law or regulations (whether or not having the force of law and whether
or not failure to comply therewith would be unlawful) by any court or
governmental or monetary authority charged with the interpretation or
administration thereof.

"Relevant Date" shall have the meaning assigned to such term
in the definition of "GAAP" in this Section 1.01.

"Report Delivery Date" shall mean each of March 15 and
September 15 in each year, commencing March 15, 1999; provided that if any such
day is not a Business Day, the Report Delivery Date shall be the immediately
succeeding Business Day.

"Required Lenders" shall mean Lenders having at least 75% of
the aggregate amount of the Commitments or, if the Commitments shall have
terminated, Lenders holding at least 75% of the aggregate unpaid principal
amount of the Loans.

"Reserve Evaluation Report" shall mean the Initial Reserve
Evaluation Report and each subsequent unsuperseded report that is prepared on a
basis reasonably consistent with the Initial Reserve Evaluation Report and is
otherwise reasonably satisfactory in form and substance to the Required
Lenders;

Credit Agreement
<PAGE> 30
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provided that each such Reserve Evaluation Report, with respect to the
Hydrocarbon Properties in which Thai Romo has an interest, shall include, among
other items, a delineation of the net cash flow to Thai Romo after payment of
the Kingdom of Thailand special remuneratory benefit, Thai corporate taxes and
other Taxes owing in or to the Kingdom of Thailand.

"Restricted Payments" shall mean dividends (in cash, Property
or obligations) on, or other payments or distributions on account of, or the
setting apart of money for a sinking or other analogous fund for, or the
purchase, redemption, retirement or other acquisition of, any shares of any
class of stock of the Borrower or of any warrants, options or other rights to
acquire the same (or to make any payments to any other Person, such as "phantom
stock" payments, where the amount thereof is calculated with reference to the
fair market or equity value of the Borrower or any of its Subsidiaries), but
excluding (a) dividends payable solely in shares of common stock of the
Borrower, and (b) payments of interest and principal on Affiliate Subordinated
Indebtedness to the extent permitted by the provisions thereof.

"Sales Agreement" shall mean any contract or agreement for the
sale by Thai Romo of crude oil or other hydrocarbon products.

"SBM" shall mean, collectively, SBM Bahamas Limited, a
Bahamian corporation, SBM Marine Services Thailand Ltd., a Thai corporation,
and Tantawan Production B.V., a Netherlands corporation.

"Scheduled Commitment Termination Date" shall mean December
31, 1999.

"Second Warrant Agreement" shall mean the Warrant Agreement
dated the date of this Agreement between the Borrower and Chase, as the same
may be modified and supplemented and in effect from time to time.

"Senior Officer" shall mean, when used with respect to an
Obligor, the president, the principal executive officer, the principal
operating officer or the principal financial officer of such Obligor.

Credit Agreement
<PAGE> 31
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"Senior Subordinated Notes" shall mean the Borrower's 10.75%
Senior Subordinated Notes due 2004 in an aggregate principal amount not to
exceed $120,000,000, including any Indebtedness issued in exchange for the
Senior Subordinated Notes pursuant to the exchange offer contemplated in the
Registration Statement.

"Share Sale Agreement" shall mean the Share Sale Agreement
dated January 13, 1997 between Maersk Olie OG Gas AS and Thai Romo.

"Sophonpanich" shall mean Palong Sophon Limited, a limited
liability company organized under the laws of the Kingdom of Thailand, as
successor in interest to Sophonpanich Co., Limited.

"Subordinated Indebtedness" shall mean Indebtedness of the
Borrower or any of its Subsidiaries, excluding Affiliated Subordinated
Indebtedness and the Senior Subordinated Notes, in form and substance, and in
amounts, and containing provisions, including subordination provisions,
satisfactory to the Required Lenders.

"Subsidiary" shall mean, with respect to any Person, any
corporation, partnership or other entity of which at least a majority of the
securities or other ownership interests having by the terms thereof ordinary
voting power to elect a majority of the board of directors or other persons
performing similar functions of such corporation, partnership or other entity
is at the time directly or indirectly owned or controlled by such Person or one
or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person.

"Tantawan Joint Operating Agreement" shall mean the Joint
Operating Agreement effective as of March 3, 1995 between Thaipo, Thai Romo and
Sophonpanich.

"Taxes" shall mean all taxes, levies, imposts, stamp taxes,
duties, charges to tax, fees, deductions, withholdings, or charges, which are
imposed, levied, collected, withheld or assessed by any Government Authority as
of the date of this Agreement or at any time in the future together with
interest thereon

Credit Agreement
<PAGE> 32
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and penalties with respect thereto, if any, including, without limitation,
production and severance taxes and "Tax" and "Taxation" shall be construed
accordingly.

"Thai Pledge Agreements" shall mean the Pledge Agreements
substantially in the form of Exhibit B-2 hereto executed by RMEC and TRH,
respectively, in favor of the Lenders represented by the Administrative Agent
under a power of attorney, as each shall be modified and supplemented and in
effect from time to time.

"Thaipo" shall mean Thaipo Limited, a limited liability
company organized under the laws of the Kingdom of Thailand.

"Thai-Tex" shall mean Thai-Tex Insurance Company, a captive
insurance company organized under the laws of the State of Hawaii, and a Wholly
Owned Subsidiary of the Borrower.

"Threshold Amount" shall mean, on any date, the amount most
recently determined to be the "Threshold Amount" in accordance with Section
1.04 hereof.

"Type" shall have the meaning assigned to such term in Section
1.03 hereof.

"Volumetric Production Payments" shall mean production payment
obligations of the Borrower or any Subsidiary Guarantor or any of its
Subsidiaries which are payable from a specified share of production from
specific Properties, together with all undertakings and obligations in
connection therewith.

"Warrant Agreement" shall mean the Warrant Agreement dated
December 3, 1997 between the Borrower and the Lenders, as the same may be
modified and supplemented and in effect from time to time.

"Wholly Owned Subsidiary" shall mean, with respect to any
Person, any corporation, partnership or other entity of which all of the equity
securities

Credit Agreement
<PAGE> 33
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or other ownership interests (other than, in the case of a corporation,
directors' qualifying shares) are directly or indirectly owned or controlled by
such Person or one or more Wholly Owned Subsidiaries of such Person or by such
Person and one or more Wholly Owned Subsidiaries of such Person.

1.02 ACCOUNTING TERMS AND DETERMINATIONS.

(a) Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters and all
financial statements to be delivered pursuant to this Agreement shall be made
and prepared in accordance with GAAP and all accounting or financial terms
shall have the meanings ascribed to such terms by GAAP.

(b) None of the Obligors will change the last day of its
fiscal year from December 31 of each year, or the last days of the first three
fiscal quarters in each of its fiscal years from March 31, June 30 and
September 30 of each year, respectively.

1.03 Types of Loans. Loans hereunder are distinguished by
"Type". The "Type" of a Loan refers to whether such Loan is a Base Rate Loan
or a Eurodollar Loan, each of which constitutes a Type.

1.04 BORROWING BASE AND THRESHOLD AMOUNT DETERMINATIONS AND
COMPUTATIONS.

(a) Initial Amounts. The Borrowing Base in effect on the
date of this Agreement is hereby determined to be $200,000,000, and the
Threshold Amount in effect on the date of this Agreement is hereby determined
to be $60,000,000. The Borrowing Base and the Threshold Amount shall remain at
the respective amounts determined pursuant to the first sentence of this
Section 1.04(a) until the date on which (x) the Administrative Agent shall next
establish the Borrowing Base and/or Threshold Amount, as the case may be, as
provided in Section 1.04(b) hereof or Section 1.04(c) hereof or (y) the
Borrowing Base and/or Threshold Amount is reduced pursuant to Section 2.09
hereof.
<PAGE> 34
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(b) Scheduled Redeterminations.

(i) As promptly as practicable following the receipt
of the Reserve Evaluation Report on each Report Delivery Date on and
after September 15, 1999, the Administrative Agent (in consultation
with the Lenders) shall (A) redetermine the Threshold Amount on the
basis of such Reserve Evaluation Report in the manner provided in
clause (ii) of this Section 1.04(b), (B) notify the Lenders of such
redetermination and (C) if such redetermination is approved by each of
the Lenders, notify the Borrower and the Lenders of the Threshold
Amount as so redetermined, provided that the Administrative Agent
shall notify the Borrower on or prior to each Determination Date as to
whether or not the Lenders have redetermined the Threshold Amount.
Such redetermined Threshold Amount shall become effective on the
Determination Date immediately following the Report Delivery Date for
such Reserve Evaluation Report (or such later date as notified by the
Administration Agent to the Borrower and the Lenders) and shall remain
effective until again redetermined pursuant to this Section 1.04.
Each date on which a redetermination of the Threshold Amount becomes
effective as provided in the preceding sentence (or the Borrowing Base
in the case of a Redetermination Event) is herein called a
"Redetermination Date".

(ii) Each redetermination by the Administrative
Agent of the Borrowing Base and the Threshold Amount (and the Lenders'
approval thereof) shall be made on the basis of parameters which may
include the Present Value of Reserves attributable to Hydrocarbon
Properties as set forth in the related Reserve Evaluation Report, as
adjusted by the Administrative Agent with the approval of the Lenders,
in its and their reasonable discretion, using the rates, factors,
values, estimates, assumptions and computations set forth in such
Reserve Evaluation Report and any other relevant information or
factors (such adjustments being herein called "Borrowing Base
Assumptions").

(iii) As used herein, "Borrowing Base" shall mean
the amount specified in Section 1.04(a) hereof as redetermined from
time to time as provided in clauses (i) and (ii) of this Section
1.04(b), each such redetermination to become effective as provided in
said clause (i).

Credit Agreement

<PAGE> 35
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(c) Unscheduled Redeterminations. Not later than the date 45
days after any Redetermination Event, the Administrative Agent may (and (i) if
requested by the Required Lenders as provided in paragraph (a) of the
definition of such term in Section 1.01 hereof, (ii) if such Redetermination
Event is an event referred to in paragraph (b) of the definition of such term
in Section 1.01 hereof or (iii) if such Redetermination Event is an event
referred to in paragraphs (c), (d), or (e) of such term in Section 1.01 hereof
and the Borrower so requests, shall), by notice to the Borrower and the
Lenders, redetermine the Borrowing Base and the Threshold Amount (in the case
of paragraphs (b) and (e) of the definition of Redetermination Event) in
accordance with the provisions of Section 1.04(b)(ii) hereof with the approval
of the Lenders. In determining the Borrowing Base and the Threshold Amount
pursuant to this Section 1.04(c), the Administrative Agent shall (with the
approval of the Lenders) be entitled to give effect to the occurrence of any
events or circumstances giving rise to or constituting the relevant
Redetermination Event. Any determination of the Borrowing Base and Threshold
Amount following a Redetermination Event referred to in paragraph (e) of the
definition of such term in Section 1.01 hereof shall be made by the
Administrative Agent and the Lenders in their sole discretion based on such
factors as they deem relevant using the criteria generally employed by the
Administrative Agent and each such Lender, respectively, on the date of
determination with respect to borrowers similar to the Borrower. The effective
date of the redetermined Borrowing Base and Threshold Amount (if applicable)
shall be established in accordance with Section 1.04(b) hereof, provided that
no Reserve Evaluation Report shall be required for a determination of the
Borrowing Base following a Redetermination Event referred to in paragraph (c),
(d) and (e) of the definition of such term in Section 1.01 hereof.
Notwithstanding anything herein to the contrary, upon the occurrence of any of
the events specified in clauses (c), (d) and (e) of the definition of
Redetermination Event, if the Borrower has not requested a redetermination of
the Borrower Base and Threshold Amount, as provided for above, the Borrowing
Base and Threshold Amount shall automatically be reduced only by 100% (but not
below zero) of the Net Available Proceeds received as a result of such
Redetermination Event.

(d) Determinations Etc. All determinations and
redeterminations and adjustments of the Borrowing Base, Threshold Amount or any
Borrowing Base Assumption by the Administrative Agent or the Required Lenders
provided

Credit Agreement

<PAGE> 36
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for in this Section 1.04 or in the definition of "Present Value of Reserves" in
Section 1.01 hereof, including any approvals or disapprovals of a
determination or redetermination of the Borrowing Base, Threshold Amount or any
Borrowing Base Assumption or any adjustment thereof shall be made on a
reasonable basis, in good faith, in a manner reasonably consistent with the
basis on which the initial Threshold Amount was determined and in accordance
with then current standards and practices of the Administrative Agent or the
Lenders, as applicable, for similar oil and gas credits with respect to
borrowers similar to the Borrower.

1.05 COPIES OF DOCUMENTS. Whenever this Agreement provides
that the Administrative Agent will distribute to the Lenders documents provided
by any of the Obligors, such Obligor shall furnish to the Administrative Agent
a copy of such document for each Lender.

SECTION 2. COMMITMENTS, LOANS, NOTES AND PREPAYMENTS.

2.01 LOANS.

(a) Loans. Each Lender severally agrees, on the terms and
conditions of this Agreement, to make one or more loans to the Borrower in
Dollars during the period from and including the date hereof to but not
including the Commitment Termination Date in an aggregate principal amount up
to but not exceeding the lesser of (x) the Commitment of such Lender as in
effect from time to time and (y) an amount equal to such Lender's Commitment
Percentage multiplied by the Borrowing Base; provided that the Borrower may not
borrow Loans under this Agreement at any time while a Deficiency exists.
Subject to the terms and conditions of this Agreement, during such period the
Borrower may borrow, repay and reborrow the amount of the Commitments by means
of Base Rate Loans and Eurodollar Loans and may Convert Loans of one Type into
Loans of another Type (as provided in Section 2.08 hereof) or Continue Loans of
one Type as Loans of the same Type (as provided in Section 2.08 hereof).

Credit Agreement

<PAGE> 37
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(b) Limit on Eurodollar Loans. No more than five separate
Interest Periods in respect of Eurodollar Loans from each Lender may be
outstanding at any one time.

2.02 BORROWINGS. The Borrower shall give the Administrative
Agent notice of each borrowing hereunder as provided in Section 4.05 hereof.
Not later than 1:00 p.m. New York time on the date specified for each borrowing
hereunder, each Lender shall make available the amount of the Loan or Loans to
be made by it on such date to the Administrative Agent, at an account in New
York, New York specified by the Administrative Agent, in immediately available
funds, for account of the Borrower. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by depositing the same, in
immediately available funds, in a single account of the Borrower designated by
the Borrower.

2.03 CHANGES OF COMMITMENTS.

(a) The aggregate amount of the Commitments shall be
automatically reduced to zero on the Commitment Termination Date.

(b) The Borrower shall have the right at any time or from
time to time (i) so long as no Loans are outstanding, to terminate the
Commitments and (ii) to reduce the aggregate unused amount of the Commitments;
provided that (x) the Borrower shall give notice of each such termination or
reduction as provided in Section 4.05 hereof and (y) each partial reduction
shall be in an aggregate amount at least equal to $5,000,000 or in integral
multiples of $1,000,000 in excess thereof.

Credit Agreement

<PAGE> 38
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2.04 COMMITMENT FEE. The Borrower shall pay to the
Administrative Agent for account of each Lender a commitment fee on the daily
average unused amount of the difference, if any, between (x) each Lender's
outstanding Loans and (y) an amount equal to such Lender's Commitment
Percentage multiplied by the lesser of (i) the aggregate of the Commitments and
(ii) the Borrowing Base for the period from and including the date hereof to
but not including the earlier of the date such Lender's Commitment is
terminated and the Commitment Termination Date, at a rate per annum equal to
1/2 of 1%. Accrued commitment fee shall be payable on each Quarterly Date
(provided that the Administrative Agent shall have provided to the Borrower a
written invoice, and provided further that failure of the Administrative Agent
to deliver such invoice shall not relieve the Borrower of the obligation to pay
such commitment fee) and on the earlier of the date the relevant Commitments
are terminated and the Commitment Termination Date.

2.05 LENDING OFFICES. The Loans of each Type made by each
Lender shall be made and maintained at such Lender's Applicable Lending Office
for Loans of such Type.

2.06 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. The failure
of any Lender to make any Loan to be made by it on the date specified therefor
shall not relieve any other Lender of its obligation to make its Loan on such
date, but neither any Lender nor the Administrative Agent shall be responsible
for the failure of any other Lender to make a Loan to be made by such other
Lender, and (except as otherwise provided in Section 4.06 hereof) no Lender
shall have any obligation to the Administrative Agent or any other Lender for
the failure by such Lender to make any Loan required to be made by such Lender.
The amounts payable by the Borrower at any time hereunder and under the Notes
to each Lender shall be a separate and independent debt and each Lender shall
be entitled to protect and enforce its rights arising out of this Agreement and
the Notes, and, to the extent permitted by law, it shall not be necessary for
any other Lender or the Administrative Agent to consent to, or be joined as an
additional party in, any proceedings for such purposes.

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2.07 NOTES.

(a) The Loan made by each Lender shall be evidenced by a
single promissory note of the Borrower substantially in the form of Exhibit A
hereto, dated the date hereof, payable to such Lender in a principal amount
equal to the amount of its Commitment as originally in effect and otherwise
duly completed.

(b) The date, amount, Type, interest rate and duration of
each Interest Period (if applicable) of or for each Loan made by each Lender to
the Borrower, and each payment made on account of the principal thereof, shall
be recorded by such Lender on its books and, prior to any transfer of the Note
held by it, endorsed by such Lender on the schedule attached to such Note or
any continuation thereof; provided that the failure of such Lender to make any
such recordation or endorsement shall not affect the obligations of the
Borrower to make a payment when due of any amount owing hereunder or under such
Note in respect of the Loans.

(c) No Lender shall be entitled to have its Note substituted
or exchanged for any reason, or subdivided for promissory notes of lesser
denominations, except in connection with a permitted assignment of all or any
portion of such Lender's Loan and Note pursuant to Section 12.06 hereof or a
required assignment of all of such Lender's Loans as contemplated by Section
5.07 hereof (and, (x) if requested by any Lender or in connection with any such
required assignment, the Borrower agrees to so exchange any Note and (y)
promptly following delivery to any Lender of replacement Note(s), such Lender
(if such Lender is an assigning Lender) agrees to deliver to the Borrower such
Lender's existing Note marked canceled).

2.08 OPTIONAL PREPAYMENTS AND CONVERSIONS OR CONTINUATIONS OF
LOANS. Subject to Section 4.04 hereof, the Borrower shall have the right to
prepay Loans, or to Convert Loans of one Type into Loans of another Type or
Continue Loans of one Type as Loans of the same Type, at any time or from time
to time, provided that: (a) the Borrower shall give the Administrative Agent
notice of each such prepayment, Conversion or Continuation as provided in
Section 4.05 hereof (and, upon the date specified in any such notice of
prepayment, the amount to be prepaid shall become due and payable hereunder);
and (b)

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Eurodollar Loans may be prepaid or Converted only on the last day of an
Interest Period for such Loans. Notwithstanding the foregoing, and without
limiting the rights and remedies of the Lenders under Section 10 hereof, in the
event that any Event of Default shall have occurred and be continuing, the
Administrative Agent may (and at the request of the Majority Lenders shall)
suspend the right of the Borrower to Convert any Loan into a Eurodollar Loan,
or to Continue any Loan as a Eurodollar Loan, in which event all Eurodollar
Loans shall be Converted (on the last day(s) of the respective Interest Periods
therefor) into Base Rate Loans.

2.09 MANDATORY PREPAYMENTS AND REDUCTIONS OF COMMITMENTS.

(a) Borrowing Base. In the event that, after giving effect
to any Redetermination, the Borrowing Base as redetermined is less than the
aggregate principal amount of the Loans outstanding on the related
Redetermination Date, the Borrower shall prepay an amount of the Loans equal to
the Deficiency in six equal monthly installments, commencing on the Business
Day following the date on which the Administrative Agent notifies the Borrower
of the effectiveness of such Redetermination with the remaining such
installments to be paid on the corresponding day in each of the remaining
succeeding months (or, if any such day is not a Business Day, on the next
succeeding Business Day), provided that if the Borrowing Base has decreased by
reason of an event specified in clauses (c), (d) or (e) of the definition of
Redetermination Event, such prepayment shall be made on such earlier date or
dates as the Required Lenders (through the Administrative Agent) may specify to
the Borrower.

(b) Threshold Amount. Notwithstanding any provision of this
Agreement to the contrary, (x) if, at any time after October 31, 1999, the
aggregate principal amount of the Loans shall exceed the Threshold Amount at
such time, the Borrower shall immediately prepay Loans in an amount equal to
such excess and (y) any reference in this Agreement or any of the other Basic
Documents to the "Threshold Amount" shall be deemed to be a reference to the
"Borrowing Base."

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(c) Casualty Events. Within 30 days following the occurrence
of any Casualty Event affecting any Property (the "Affected Property") of any
Obligor that is expected to result in the receipt by such Obligor of Net
Available Proceeds in excess of $5,000,000, such Obligor shall deliver to the
Lenders a statement, certified by the chief financial officer of such Obligor
and in form and detail satisfactory to the Administrative Agent, of the amount
of the Net Available Proceeds in excess of $5,000,000 of any insurance,
condemnation award or other compensation resulting from such Casualty Event.
Such statement shall indicate whether the affected Obligor intends to (i)
repair or replace the Affected Property, (ii) reinvest such Net Available
Proceeds in Property of comparable value and substantially similar in respect
of type, cash-flow profile and location, if applicable, or (iii) prepay the
Loans in an amount equal to 100% of such Net Available Proceeds. If such
Borrower has indicated that it intends to repair or replace the Affected
Property or reinvest the Net Available Proceeds relating thereto in Property of
comparable value (which Property is satisfactory to the Majority Lenders), such
Borrower shall either (i) commence such repair or replacement not later than
the later of (x) 30 days following the receipt of the proceeds of any
insurance, condemnation award or compensation in respect of such Casualty Event
and (y) the receipt of all governmental approvals required for the commencement
of such repair or replacement or (ii) reinvest such proceeds not later than the
later of (p) 90 days after the receipt thereof or (q) the receipt of all
governmental approvals required for such reinvestment, as the case may be. If
such Obligor has indicated that it does not intend to effect such repair,
replacement or reinvestment, then promptly upon receipt of such funds, the
Borrower shall prepay, subject to receipt of all government approvals, if any,
required for such prepayment, the Loans, the Borrowing Base and Threshold
Amount shall be subject to automatic reduction, in an aggregate amount, if any,
equal to the percentage of the Net Available Proceeds of such Casualty Event
attributable to Property which is then given value in determining the Borrowing
Base or Threshold Amount and not theretofore applied to the repair or
replacement of such Property, such prepayment to be effected in each case in
the manner specified in paragraph (c) of this Section 2.09.

(d) Change of Control. Unless each Lender shall have
consented to the occurrence of a Change of Control, concurrently with the
occurrence of the event giving rise to such Change of Control the Borrower
shall prepay the Loans in full, and the Commitments shall be automatically
reduced to zero.

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(e) Application. Prepayments and reductions of Borrowing
Base and/or the Threshold Amount, as applicable, described in the above clauses
of this Section 2.09 and Section 1.04 shall be effected as follows: the
Borrowing Base and/or the Threshold Amount, as applicable, shall be
automatically reduced by an amount equal to the amount specified in such
clauses (and to the extent that, after giving effect to such reduction, the
aggregate principal amount of the Loans would exceed the Borrowing Base and/or
the Threshold Amount, the Borrower shall prepay the Loans in an amount equal to
the Deficiency in accordance with Sections 2.09(a), (b), (c) and (d)).

2.10 PAYMENT OF FEES. The Borrower shall pay to the
Administrative Agent, for the Administrative Agent's and the Lenders' accounts,
as applicable, the fees in accordance with the Fee Letter dated as of September
28, 1998 between the Borrower and Chase.

SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST.

3.01 Repayment of Loans. The Borrower hereby promises to
pay to the Administrative Agent for account of each Lender the entire
outstanding principal amount of such Lender's Loans, and each Loan shall
mature, on the Commitment Termination Date. In addition, if following any
reduction in the Commitments the aggregate principal amount of the Loans shall
exceed the Commitments, the Borrower shall pay Loans in an aggregate amount
equal to such excess.

3.02 INTEREST. the Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest on the unpaid
principal amount of each Loan made by such Lender for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

(a) during such periods as such Loan is a Base Rate Loan, the
Base Rate (as in effect from time to time) plus the Applicable Margin;
and

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(b) during such periods as such Loan is a Eurodollar Loan,
for each Interest Period therefor, the Eurodollar Rate for such Loan
for such Interest Period plus the Applicable Margin.

Notwithstanding the foregoing, the Borrower hereby promises to pay to the
Administrative Agent for account of the Administrative Agent or any Lender
interest at the applicable Post-Default Rate on the following:

(i) on any principal of any Loan held by such Lender that
shall not be paid in full when due (whether at stated maturity, by
acceleration or otherwise) for the period from and including the due
date thereof to but excluding the date the same is paid in full; and

(ii) on any interest on any Loan that shall not be paid in
full when due for the period from the due date thereof to but
excluding the date the same is paid in full.

Accrued interest on each Loan shall be payable (i) in the case
of a Base Rate Loan, quarterly on the Quarterly Dates, (ii) in the case of a
Eurodollar Loan, on the last day of each Interest Period therefor (or, in the
case of any Eurodollar Loan that has an Interest Period of longer than three
months, on the date three months following the commencement of such Interest
Period and on the last day of such Interest Period) and (iii) in the case of
any Loan, upon the payment or prepayment thereof or the Conversion of such Loan
to a Loan of another Type (but only on the principal amount so paid, prepaid or
Converted), except that interest payable at the Post-Default Rate shall be
payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall give notice thereof to the Lenders to which such interest is
payable and to the Borrower.

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SECTION 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

4.01 Payments.

(a) Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Borrower
under this Agreement and the Notes, shall be made in Dollars, in immediately
available funds, without deduction, set-off or counterclaim, to the
Administrative Agent at an account in New York, New York specified by the
Administrative Agent, not later than 1:00 p.m. New York time on the date on
which such payment shall become due (each such payment made after such time on
such due date to be deemed to have been made on the next succeeding Business
Day).

(b) The Borrower shall, at the time of making each payment
under this Agreement or any Note for account of any Lender, specify to the
Administrative Agent (which shall so notify the intended recipient(s) thereof)
the Loans or other amounts payable by the Borrower hereunder to which such
payment is to be applied (except that, unless such payment is specified by the
Borrower to be a payment or prepayment of principal required to be made under
Section 3.01 or 2.09 hereof or a payment of interest required to be made under
Section 3.02 hereof, if an Event of Default has occurred and is continuing, the
Administrative Agent may distribute such payment to the Lenders for application
in such manner as it or the Majority Lenders, subject to Section 4.02 hereof,
may determine to be appropriate).

(c) Each payment received by the Administrative Agent under
this Agreement or any Note for account of any Lender shall be paid by the
Administrative Agent promptly to such Lender, in immediately available funds,
for account of such Lender's Applicable Lending Office for the Loan or other
obligation in respect of which such payment is made.

(d) If the due date of any payment under this Agreement or
any Note would otherwise fall on a day that is not a Business Day, such date
shall be extended to the next succeeding Business Day, and interest shall be
payable for any principal so extended for the period of such extension.

4.02 PRO RATA TREATMENT. Except to the extent otherwise
provided herein: (a) each borrowing from the Lenders under Section 2.01 hereof
shall be made from the Lenders, each payment of commitment fees under Section
2.04

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hereof shall be made for the account of the Lenders and each termination or
reduction of the amount of the Commitments under Section 2.03 hereof shall be
applied to the respective Commitments of the Lenders, pro rata according to the
amounts of their respective Commitments; (b) except as otherwise provided in
Section 5.04 hereof, Eurodollar Loans having the same Interest Period shall be
allocated pro rata among the Lenders according to the amounts of their
respective Commitments (in the case of the making of Loans) or their respective
Loans (in the case of Conversions and Continuations of Loans); (c) each payment
or prepayment of principal of Loans by the Borrower shall be made for account
of the Lenders pro rata in accordance with the respective unpaid principal
amounts of the Loans held by them, provided that if immediately prior to giving
effect to any such payment in respect of any Loans the outstanding principal
amount of the Loans shall not be held by the Lenders pro rata in accordance
with their respective Commitments in effect at the time such Loans were made
(whether by reason of a failure of a Lender to make a Loan hereunder or
otherwise), then such payment shall be applied to the Loans in such manner as
shall result, as nearly as is practicable, in the outstanding principal amount
of the Loans being held by the Lenders pro rata in accordance with their
respective Commitments; and (d) each payment of interest on Loans by the
Borrower shall be made for account of the Lenders pro rata in accordance with
the amounts of interest on such Loans then due and payable to the respective
Lenders.

4.03 COMPUTATIONS. Interest on Eurodollar Loans and
commitment fee shall be computed on the basis of a year of 360 days and actual
days elapsed (including the first day but excluding the last day) occurring in
the period for which payable and interest on Base Rate Loans shall be computed
on the basis of a year of 365 or 366 days, as the case may be, and actual days
elapsed (including the first day but excluding the last day) occurring in the
period for which payable. Notwithstanding the foregoing, for each day that the
Base Rate is calculated by reference to the Federal Funds Rate, interest on
Base Rate Loans shall be computed on the basis of a year of 360 days and actual
days elapsed.

4.04 MINIMUM AMOUNTS. Except for prepayments required
pursuant to Section 2.09 hereof, each borrowing, Conversion and partial
prepayment of principal of Loans shall be in an aggregate amount at least equal
to $1,000,000 (borrowings, Conversions or prepayments of or into Loans of
different Types or, in the case of Eurodollar Loans, having different Interest

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Periods at the same time hereunder to be deemed separate borrowings,
Conversions and prepayments for purposes of the foregoing, one for each Type or
Interest Period), provided that the aggregate principal amount of Eurodollar
Loans having the same Interest Period shall be in an amount at least equal to
$1,000,000 and, if any Eurodollar Loans would otherwise be in a lesser
principal amount for any period, such Loans shall be Base Rate Loans during
such period.

4.05 CERTAIN NOTICES. Notices by the Borrower to the
Administrative Agent of borrowings, Conversions, Continuations and optional
prepayments of Loans, of Types of Loans and of the duration of Interest Periods
shall be irrevocable and shall be effective only if received by the
Administrative Agent not later than 12:00 noon New York time on the number of
Business Days prior to the date of the relevant termination, reduction,
borrowing, Conversion, Continuation or prepayment or the first day of such
Interest Period specified below:

<TABLE>
<CAPTION>
Number of
Business
Notice Days Prior
------ ----------
<S> <C>
Termination or reduction of
Commitments 3

Borrowing or prepayment of,
or Conversions into,
Base Rate Loans 1

Borrowing or prepayment of,
Conversions into, Continuations
as, or duration of Interest
Period for, Eurodollar Loans 3
</TABLE>

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or optional prepayment shall specify the Loans to be
borrowed, Converted, Continued or prepaid and the amount (subject to

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Section 4.04 hereof) and Type of each Loan to be borrowed, Converted, Continued
or prepaid and the date of borrowing, Conversion, Continuation or optional
prepayment (which shall be a Business Day). Each such notice of the duration
of an Interest Period shall specify the Loans to which such Interest Period is
to relate. The Administrative Agent shall promptly notify the Lenders of the
contents of each such notice. In the event that the Borrower fails to select
the Type of Loan, or the duration of any Interest Period for any Eurodollar
Loan, within the time period and otherwise as provided in this Section 4.05,
such Loan (if outstanding as a Eurodollar Loan) will be automatically Converted
into a Base Rate Loan on the last day of the then current Interest Period for
such Loan or (if outstanding as a Base Rate Loan) will remain as, or (if not
then outstanding) will be made as, a Base Rate Loan.

4.06 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.
Unless the Administrative Agent shall have been notified by a Lender or the
Borrower (the "Payor") prior to the date on which the Payor is to make payment
to the Administrative Agent or (in the case of a Lender) the proceeds of a Loan
to be made by such Lender hereunder or (in the case of the Borrower) a payment
to the Administrative Agent for account of one or more of the Lenders hereunder
(such payment being herein called the "Required Payment"), which notice shall
be effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date (the "Advance Date") such amount was so made
available by the Administrative Agent until the date the Administrative Agent
recovers such amount at a rate per annum equal to the Federal Funds Rate for
such day and, if such recipient(s) shall fail promptly to make such payment,
the Administrative Agent shall be entitled to recover such amount, on demand,
from the Payor, together with interest as aforesaid, provided that if neither
the recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:

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(i) if the Required Payment shall represent a payment to
be made by the Borrower to the Lenders, the Borrower and the
recipient(s) shall each be obligated retroactively to the Advance Date
to pay interest in respect of the Required Payment at the Post-Default
Rate (without duplication of the obligation of the Borrower under
Section 3.02 hereof to pay interest on the Required Payment at the
Post-Default Rate), it being understood that the return by the
recipient(s) of the Required Payment to the Administrative Agent shall
not limit such obligation of the Borrower under said Section 3.02 to
the extent required thereunder to pay interest at the Post-Default
Rate in respect of the Required Payment; and

(ii) if the Required Payment shall represent proceeds of a
Loan to be made by the Lenders to the Borrower, the Payor and the
Borrower shall each be obligated retroactively to the Advance Date to
pay interest in respect of the Required Payment pursuant to whichever
of the rates specified in Section 3.02 hereof is applicable to the
Type of such Loan, it being understood that the return by the Borrower
of the Required Payment to the Agent shall not limit any claim the
Borrower may have against the Payor in respect of such Required
Payment.

4.07 SHARING OF PAYMENTS, ETC.

(a) Each Obligor agrees that, in addition to (and without
limitation of) any right of set-off, banker's lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option (to the fullest
extent permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for
the credit or account of such Obligor at any of its offices, in Dollars or in
any other currency, against any principal of or interest on any of such
Lender's Loans or any other amount payable to such Lender hereunder, that is
not paid when due (regardless of whether such deposit or other indebtedness are
then due to such Obligor), in which case it shall promptly notify such Obligor
and the Administrative Agent thereof, provided that such Lender's failure to
give such notice shall not affect the validity thereof.

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(b) If any Lender shall obtain from any Obligor payment of
any principal of or interest on any Loan owing to it or payment of any other
amount under this Agreement or any other Basic Document through the exercise of
any right of set-off, banker's lien or counterclaim or similar right or
otherwise (other than from the Administrative Agent as provided herein), and,
as a result of such payment, such Lender shall have received a greater
percentage of the principal of or interest on the Loans or such other amounts
then due hereunder or thereunder by such Obligor to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans or such other amounts, respectively,
owing to such other Lenders (or in interest due thereon, as the case may be) in
such amounts, and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses that may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each of the Lenders, provided that if at the time of
such payment the outstanding principal amount of the Loans shall not be held by
the Lenders pro rata in accordance with their respective Commitments in effect
at the time such Loans were made (whether by reason of a failure of a Lender to
make a Loan hereunder or otherwise), then such purchases of participations
and/or direct interests shall be made in such manner as will result, as nearly
as is practicable, in the outstanding principal amount of the Loans being held
by the Lenders pro rata according to the amounts of such Commitments. To such
end all the Lenders shall make appropriate adjustments among themselves (by the
resale of participations sold or otherwise) if such payment is rescinded or
must otherwise be restored.

(c) Each Obligor agrees that, to the extent permitted by law,
any Lender so purchasing such a participation (or direct interest) may exercise
all rights of set-off, banker's lien, counterclaim or similar rights with
respect to such participation as fully as if such Lender were a direct holder
of Loans or other amounts (as the case may be) owing to such Lender in the
amount of such participation.

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(d) Nothing contained herein shall require any Lender to
exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of any of the Obligors. If, under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured
claim in lieu of a set-off to which this Section 4.07 applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 4.07 to share in the benefits of any recovery on such
secured claim.

SECTION 5. YIELD PROTECTION, ETC.

5.01 ADDITIONAL COSTS.

(a) The Borrower shall pay directly to each Lender from time
to time such amounts as such Lender may reasonably determine to be necessary to
compensate such Lender for any costs that such Lender determines are
attributable to its making or maintaining of any Eurodollar Loans or its
obligation to make any Eurodollar Loans hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any of such Loans or
such obligation (such increases in costs and reductions in amounts receivable,
together with costs referred to in Section 5.01(b) hereof, being herein called
"Additional Costs"), resulting from any Regulatory Change that:

(i) shall (without duplication of amounts paid pursuant
to Section 5.06 (or that would have been paid pursuant to Section 5.06
but for Subsection (a)(i) or (a)(ii) thereof), 6.07 (or that would
have been paid pursuant to Section 6.07 but for Subsection (b)
thereof) or 12.03(c) hereof) subject any Lender (or its Applicable
Lending Office for any of such Loans) to any tax, duty or other charge
in respect of such Loans or its Note or changes the basis of taxation
of any amounts payable to such Lender under this Agreement or its Note
in respect of any of such Loans (excluding, in each case, any such
changes in the rate of tax on the overall net income of,

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or the rate at which franchise taxes are imposed on, such Lender or
such Applicable Lending Office by the jurisdiction in which such
Lender has its principal office or such Applicable Lending Office); or

(ii) imposes or modifies any reserve, special deposit or
similar requirements (other than, in the case of any Lender for any
period as to which the Borrower is required to pay any amount under
paragraph (d) below, the reserves against "Eurocurrency liabilities"
under Regulation D therein referred to) relating to any extensions of
credit or other assets of, or any deposits with or other liabilities
of, such Lender (including, without limitation, any of such Loans or
any deposits referred to in the definition of "Eurodollar Rate" in
Section 1.01 hereof), or any commitment of such Lender (including,
without limitation, the Commitments of such Lender hereunder); or

(iii) imposes any other condition affecting this Agreement
or its Note (or any of such extensions of credit or liabilities) or
its Commitments.

If any Lender requests compensation from the Borrower under this Section
5.01(a), the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
Lender to receive the compensation so requested.

(b) Without limiting the effect of the foregoing provisions
of this Section 5.01 (but without duplication), the Borrower shall pay directly
to each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender (or, without duplication,
the holding company of which such Lender is a subsidiary) for any costs that it
determines are attributable to the maintenance by such Lender (or any
Applicable Lending Office or such bank holding company) of capital in respect
of its Commitments or Loan that it would not have incurred but for a Regulatory
Change (such compensation to include, without limitation, an amount equal to

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any reduction of the rate of return on assets or equity of such Lender (or any
Applicable Lending Office or such bank holding company) to a level below that
which such Lender (or any Applicable Lending Office or such bank holding
company) could have achieved but for such Regulatory Change).

(c) Each Lender shall notify the Borrower of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in
any event within 45 days, after such Lender obtains actual knowledge thereof;
provided that (i) if any Lender fails to give such notice within 45 days, after
it obtains actual knowledge of such an event, such Lender shall, with respect
to compensation payable pursuant to this Section 5.01 in respect of any
Additional Costs resulting from such event, only be entitled to payment under
this Section 5.01 for Additional Costs incurred from and after the date 45
days, prior to the date that such Lender does give such notice and (ii) each
Lender will make all reasonable efforts to avoid the need for or minimize the
amount of such compensation, including, without limitation, designating a
different Applicable Lending Office for the Loans of such Lender affected by
such event if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the reasonable opinion of such Lender,
be disadvantageous to such Lender, except that such Lender shall have no
obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender will furnish to the Borrower a certificate
setting forth the basis and amount of each request by such Lender for
compensation under paragraph (a) or (b) of this Section 5.01. Determinations
and allocations by any Lender for purposes of this Section 5.01 of the effect
of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of
the effect of capital maintained pursuant to paragraph (b) of this Section
5.01, on its costs or rate of return of maintaining Loans or its obligation to
make Loans, or on amounts receivable by it in respect of Loans, and of the
amounts required to compensate such Lender under this Section 5.01, shall (i)
be made in good faith and on a reasonable basis and (ii) be prima facie
evidence of such Lender's right to receive such compensation.

(d) Without limiting the effect of the foregoing, but without
duplication of amounts required to be paid in respect of any Reserve
Requirement under the calculation of Eurodollar Rate hereunder, the Borrower

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shall pay to each Lender on the last day of each Interest Period so long as
such Lender is maintaining reserves against "Eurocurrency liabilities" under
Regulation D (or so long as such Lender is, by reason of any Regulatory Change,
maintaining reserves against any other category of liabilities that includes
deposits by reference to which the interest rate on Eurodollar Loans is
determined as provided in this Agreement or against any category of extensions
of credit or other assets of such Lender that includes any Eurodollar Loans) an
additional amount (determined in good faith and on a reasonable basis by such
Lender and notified to the Borrower through the Administrative Agent) equal to
the product of the following for each Eurodollar Loan held by such Lender for
each day during such Interest Period:

(i) the principal amount of such Eurodollar Loan
outstanding on such day; and

(ii) the remainder of (x) a fraction the numerator of
which is the rate (expressed as a decimal) at which interest accrues
on such Eurodollar Loan for such Interest Period as provided in this
Agreement (less the Applicable Margin) and the denominator of which is
one minus the effective rate (expressed as a decimal) at which such
reserve requirements are imposed on such Lender on such day minus (y)
such numerator; and

(iii) 1/360.

5.02 LIMITATION ON TYPES OF LOANS. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of any
Eurodollar Rate for any Interest Period:

(a) the Administrative Agent determines, which determination
shall be conclusive, that quotations of interest rates for the
relevant deposits referred to in the definition of "Eurodollar Rate"
in Section 1.01 hereof are not being provided in the relevant amounts
or for the relevant maturities for purposes of determining rates of
interest for Eurodollar Loans as provided herein; or

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(b) the Majority Lenders determine, which determination shall
be conclusive, and notify the Administrative Agent that the relevant
rates of interest referred to in the definition of "Eurodollar Rate"
in Section 1.01 hereof upon the basis of which the rate of interest
for Eurodollar Loans for such Interest Period is to be determined are
not likely to be adequate to cover the cost to such Lenders of making
or maintaining Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give the Borrower and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Borrower shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Loans, either prepay such Loans or Convert such
Loans into Base Rate Loans in accordance with Section 2.08 hereof.

5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans hereunder (and, in the sole opinion of such Lender, the
designation of a different Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify the Borrower thereof (with a copy to the Administrative
Agent) and such Lender's obligation to make or Continue, or to Convert Loans of
any other Type into, Eurodollar Loans shall be suspended until such time as
such Lender may again make and maintain Eurodollar Loans (in which case the
provisions of Section 5.04 hereof shall be applicable).

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5.04 TREATMENT OF AFFECTED LOANS. If the obligation of any
Lender to make Eurodollar Loans or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans shall be suspended pursuant to Section 5.01 or 5.03
hereof, such Lender's Eurodollar Loans shall be automatically Converted into
Base Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Loans (or, in the case of a Conversion required by Section 5.01(b)
or 5.03 hereof, on such earlier date as such Lender may specify to the Borrower
with a copy to the Administrative Agent) and, unless and until such Lender
gives notice as provided below that the circumstances specified in Section 5.01
or 5.03 hereof that gave rise to such Conversion no longer exist:

(a) to the extent that such Lender's Eurodollar Loans have
been so Converted, all payments and prepayments of principal that
would otherwise be applied to such Lender's Eurodollar Loans shall be
applied instead to its Base Rate Loans; and

(b) all Loans that would otherwise be made or Continued by
such Lender as Eurodollar Loans shall be made or Continued instead as
Base Rate Loans, and all Base Rate Loans of such Lender that would
otherwise be Converted into Eurodollar Loans shall remain as Base Rate
Loans.

If such Lender gives notice to the Borrower with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 5.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after
giving effect thereto, all Loans held by the Lenders holding Eurodollar Loans
and by such Lender are held pro rata (as to principal amounts, Types and
Interest Periods) in accordance with their respective Commitments.

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5.05 BROKEN FUNDING. The Borrower shall pay to the
Administrative Agent for account of each Lender, upon the request of such
Lender through the Administrative Agent, such amount or amounts as shall be
sufficient (in the reasonable opinion of such Lender) to compensate it for any
loss, cost or expense that such Lender reasonably determines in good faith is
attributable to:

(a) any payment, prepayment or Conversion of a Eurodollar
Loan made by such Lender for any reason (including, without
limitation, the acceleration of the Loans pursuant to Section 10
hereof) on a date other than the last day of an Interest Period for
such Loan; or

(b) any failure by the Borrower for any reason (including,
without limitation, the failure of any of the conditions precedent
specified in Section 7 hereof to be satisfied) to borrow a Eurodollar
Loan from such Lender on the date for such borrowing specified in the
relevant notice of borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have accrued on the principal amount so paid, prepaid,
Converted or not borrowed for the period from the date of such payment,
prepayment, Conversion or failure to borrow to the last day of the then current
Interest Period for such Loan (or, in the case of a failure to borrow, the
Interest Period for such Loan that would have commenced on the date specified
for such borrowing) at the applicable rate of interest for such Loan provided
for herein (minus the relevant Applicable Margin) over (ii) the amount of
interest that otherwise would have accrued on such principal amount at a rate
per annum equal to the interest component of the amount such Lender would have
offered in the London interbank market for Dollar deposits of leading banks in
amounts comparable to such principal amount and with maturities comparable to
such period (as reasonably determined by such Lender in good faith). Each
Lender claiming compensation under this Section 5.05 will furnish to the
Borrower through the Administrative Agent a certificate setting forth the basis
of the calculation and the amount of such compensation, which certificate shall
(i) be prepared in good faith and on a reasonable basis and (ii) be prima facie
evidence of such Lender's right to receive the compensation claimed.

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5.06 U.S. TAXES.

(a) The Borrower agrees to pay to each Lender that is not a
U.S. Person such additional amounts as are necessary in order that the net
payment of any amount due to such non-U.S. Person hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such
payment (or in lieu thereof, payment of such U.S. Taxes by such non-U.S.
Person), will not be less than the amount stated herein to be then due and
payable, provided that the foregoing obligation to pay such additional amounts
shall not apply:

(i) to any payment to any Lender hereunder unless such
Lender has, on the date hereof (or on the date it becomes a Lender
hereunder as provided in Section 12.06(b) hereof), on the date of any
change in the Applicable Lending Office of such Lender or on the date
of such payment, either submitted to the Borrower a Form 1001
(relating to such Lender and entitling it to a complete exemption from
withholding on all interest in respect of the Loans and other amounts
to be received by it hereunder) or Form 4224 (relating to all interest
in respect of the Loans and other amounts to be received by such
Lender hereunder) and the relevant form, or any successor form
provided in the following paragraph, remains in effect at the time of
payment, or

(ii) to any U.S. Taxes imposed solely by reason of the
failure by such non-U.S. Person (or, if such non-U.S. Person is not
the beneficial owner of the relevant amount, such beneficial owner) to
comply with applicable certification, information, documentation or
other reporting requirements concerning the nationality, residence,
identity or connections with the United States of America of such
non-U.S. Person (or beneficial owner, as the case may be) if such
compliance is required by statute or regulation of the United States
of America as a precondition to relief or exemption from such U.S.
Taxes.

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For the purposes of this Section 5.06(a), (A) "U.S. Person" shall mean a
citizen, national or resident of the United States of America, a corporation,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. Taxes" shall mean any present or future tax, assessment or other charge
or levy imposed by or on behalf of the United States of America or any taxing
authority thereof or therein, (C) "Form 1001" shall mean Form 1001 (Ownership,
Exemption, or Reduced Rate Certificate) of the Department of the Treasury of
the United States of America and (D) "Form 4224" shall mean Form 4224
(Exemption from Withholding of Tax on Income Effectively Connected with the
Conduct of a Trade or Business in the United States) of the Department of the
Treasury of the United States of America (or in relation to either such Form
such successor and related forms as may from time to time be adopted by the
relevant taxing authorities of the United States of America to document a claim
to which such Form relates).

(b) Within 30 days after paying any amount to the
Administrative Agent or any Lender from which it is required by law to make any
deduction or withholding, and within 30 days after it is required by law to
remit such deduction or withholding to any relevant taxing or other authority,
the Borrower shall deliver to the Administrative Agent for delivery to such
non-U.S. Person evidence satisfactory to such Person of such deduction,
withholding or payment (as the case may be).

5.07 REPLACEMENT OF CERTAIN LENDERS. If (a) any Lender
becomes the subject of an insolvency proceeding or any United States Government
Authority assumes control of such Lender or any holding company of which such
Lender is a Subsidiary, requests compensation under Section 5.01 or Section
5.06 hereof or gives notice under Section 5.03 hereof suspending its obligation
to make or maintain Eurodollar Loans hereunder and (b) no Default shall have
occurred and be continuing, then the Borrower, upon not less than three
Business Days' prior notice to such Lender (with a copy to the Administrative
Agent), may require that such Lender assign (in which case such Lender shall
assign as provided in Section 12.06 hereof) its Loan(s) to one or more other
Lenders, or another lender (reasonably acceptable to the Administrative Agent),
specified by

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the Borrower in such notice that are willing to accept such assignment for an
amount equal to the sum of the outstanding aggregate principal amount of such
Lender's Loan(s) and unpaid interest thereon accrued to the date of the
consummation of such assignment (such assignment to be pursuant to
documentation reasonably acceptable to the assigning Lender), provided that
upon the consummation of such assignment the Borrower shall pay to such Lender
(if not paid to such Lender by the assignee) (x) such amounts (if any) as are
then owing to such Lender under this Section 5 (including, without limitation,
amounts under Section 5.05 hereof, if any, that the Borrower would be required
to pay to such Lender if the Loan(s) assigned by such Lender were being prepaid
by the Borrower on the date of such assignment) and (y) all other amounts then
owing by the Borrower hereunder to or for the account of such Lender.

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SECTION 6. GUARANTEE.

6.01 THE GUARANTEE. Each of the Subsidiary Guarantors
hereby jointly and severally guarantees to each Lender and the Administrative
Agent and their respective successors and assigns the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of the
principal of and interest on the Loans made by the Lenders to, and, without
duplication, the Note held by each Lender of, the Borrower and all other
amounts from time to time owing to the Lenders or the Administrative Agent by
the Borrower under this Agreement and, without duplication, under the Notes and
by the Borrower under any of the other Basic Documents, in each case strictly
in accordance with the terms thereof (such obligations being herein
collectively called the "Guaranteed Obligations"). Each of the Subsidiary
Guarantors hereby further agrees that it is bound jointly (but solely for
purposes of Sections 688, 689, 690 and 691 of the Civil and Commercial Code of
Thailand, and each Subsidiary Guarantor expressly waives any rights it may have
under such Sections of the Civil and Commercial Code of Thailand) with the
Borrower and that if the Borrower shall fail to pay in full when due (whether
at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, such Subsidiary Guarantor will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration
or otherwise) in accordance with the terms of such extension or renewal.

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6.02 OBLIGATIONS UNCONDITIONAL. The obligations of each
Subsidiary Guarantor under Section 6.01 hereof are, to the fullest extent
permitted by law, absolute, irrevocable and unconditional irrespective of the
value, genuineness, validity, regularity or enforceability of the obligations
of the Borrower under this Agreement, the Notes or any other agreement or
instrument referred to herein or therein, or any substitution, release or
exchange of any other guarantee of or any security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 6.02 that the obligations of each
Subsidiary Guarantor hereunder shall be absolute and unconditional under any
and all circumstances (other than full and final payment of the Guaranteed
Obligations). Without limiting the generality of the foregoing, it is agreed
that, to the fullest extent permitted by law, the occurrence of any one or more
of the following shall not alter or impair the liability of each Subsidiary
Guarantor hereunder which shall remain absolute and unconditional as described
above:

(i) at any time or from time to time, without notice to
either Subsidiary Guarantor, the time for any performance of or
compliance with any of the Guaranteed Obligations shall be extended
(except to the extent otherwise required by Section 12.04 hereof), or
such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of
this Agreement or the Notes or any other agreement or instrument
referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations
shall be accelerated, or any of the Guaranteed Obligations shall be
modified, supplemented or amended in any respect, or any right under
this Agreement or the Notes or any other agreement or instrument
referred to herein or therein shall be waived or any other guarantee
of any of the Guaranteed Obligations or any security therefor shall be
released or exchanged in whole or in part or otherwise dealt with; or

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(iv) any lien or security interest granted to, or in favor
of, the Administrative Agent or any Lender or Lenders as security for
any of the Guaranteed Obligations shall fail to be perfected.

Each Subsidiary Guarantor hereby expressly waives diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
the Administrative Agent or any Lender exhaust any right, power or remedy or
proceed against either or both of the Borrower or the other Subsidiary
Guarantors under this Agreement or the Notes or any other agreement or
instrument referred to herein or therein, or against any other Person under any
other guarantee of, or security for, any of the Guaranteed Obligations. Each
Subsidiary Guarantor agrees that its obligations pursuant to this Section 6
shall not be affected by any assignment or participation entered into by any
Lender pursuant to Section 12.06 hereof.

6.03 REINSTATEMENT. The obligations of each Subsidiary
Guarantor under this Section 6 shall be automatically reinstated if and to the
extent that for any reason any payment by or on behalf of the Borrower in
respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise and each
Subsidiary Guarantor agrees that it will indemnify the Administrative Agent and
each Lender on demand for all reasonable costs and expenses (including, without
limitation, fees of counsel) incurred by the Administrative Agent or such
Lender in connection with such rescission or restoration, including any such
costs and expenses incurred in defending against any claim alleging that such
payment constituted a preference, fraudulent transfer or similar payment under
any bankruptcy, insolvency or similar law.

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6.04 SUBROGATION. Each Subsidiary Guarantor hereby jointly
and severally agrees that until the payment and satisfaction in full of all
Guaranteed Obligations it shall not exercise any right or remedy arising by
reason of any performance by it of its Guarantee in Section 6.01 hereof,
whether by subrogation or otherwise, against the Borrower or any other
guarantor of any of the Guaranteed Obligations or any security for any of the
Guaranteed Obligations. Each Subsidiary Guarantor agrees that it shall remain
liable for the Guaranteed Obligations in full notwithstanding any act of any
Lender or the Administrative Agent which results in any Subsidiary Guarantor's
inability to be subrogated to any of the Lenders' rights against the Borrower
or any Subsidiary Guarantor.

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6.05 REMEDIES. Each Subsidiary Guarantor agrees that, as
between it and the Lenders, to the fullest extent permitted by law, its
obligations under this Agreement may be declared to be forthwith due and
payable as provided in Section 10 hereof (and shall be deemed to have become
automatically due and payable in the circumstances provided in said Section 10)
for purposes of Section 6.01 hereof notwithstanding any stay, injunction or
other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against the Borrower and that, in
the event of such declaration (or such obligations being deemed to have become
automatically due and payable), (i) such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by such
Subsidiary Guarantor for purposes of said Section 6.01 and (ii) the
Administrative Agent and the Lenders shall have the right to exercise any of
their rights or remedies set forth in the Pledge Agreements, subject to
applicable law.

6.06 CONTINUING GUARANTEE. The guarantee in this Section 6
is a continuing guarantee, and shall apply to all Guaranteed Obligations
whenever arising.

6.07 THAI TAXES.

(a) Any and all payments by Thai Romo hereunder shall be made
free and clear of, and without deduction or withholding for or on account of,
any taxes, levies, imposts, duties, fees, liabilities or similar charges of the
Kingdom of Thailand or any area subject to the jurisdiction of the Kingdom of
Thailand ("Foreign Taxes") or imposed by any federation or association of or
with which the Kingdom of Thailand may be a member or associated, or by any
jurisdiction from which any payment hereunder is made by Thai Romo or any
political subdivision or taxing authority thereof or therein (together with the
Foreign Taxes, the "Applicable Taxes"). If, as a result of any applicable law,
regulations or treaty, or official application or interpretation thereof, Thai
Romo is required by law or regulation to make any deduction, withholding or
backup withholding of any Applicable Taxes from any payments to a Lender in
respect of the Guaranteed Obligations the amount payable with respect thereto
will be increased to the amount which, after deduction from such increased
amount of all Applicable Taxes required to be withheld or deducted therefrom,
will yield the amount required under this Agreement to be payable with respect
thereto.

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(b) No Lender shall be entitled to compensation for any
Foreign Taxes incurred by it or withheld from amounts paid to it by reason of
(i) such Lender having some connection with the Kingdom of Thailand, other than
merely the transactions contemplated by this Agreement, (ii) such Lender's
failure to comply with the certification, identification, information or other
reporting requirement concerning its nationality, residence, identity or
connection with the Government of the Kingdom of Thailand or any political
subdivision or taxing authority thereof or therein or (iii) such Lender's
demanding compensation more than 45 days after the date such demand was due
and, to the extent such Lender makes such demand after such 45th day, such
Lender shall only be entitled to such payment with respect to compensation from
and after the date which is 45 days prior to the date such demand is made. No
Lender shall be entitled to compensation for any Applicable Taxes (excluding
Foreign Taxes) imposed by the United States or any political subdivision or
taxing authority thereof or therein unless such Lender is entitled to receive
additional amounts pursuant to Section 5.06(a) hereof.

(c) The obligations of Thai Romo under this Section 6.07
shall survive the payment in full of the Loans and the termination of any
Commitment, and payment in full of each of the Notes.

6.08 RIGHTS OF CONTRIBUTION. The Subsidiary Guarantors
hereby agree, as between themselves, that if any Subsidiary Guarantor shall
become an Excess Funding Obligor (as defined below) by reason of the payment by
such Subsidiary Guarantor of any Guaranteed Obligations, each other Subsidiary
Guarantor shall, on demand of such Excess Funding Obligor (but subject to the
next sentence), pay to such Excess Funding Obligor an amount equal to such
Subsidiary Guarantor's Pro Rata Share (as defined below and determined, for
this purpose, without reference to the Properties, debts and liabilities of
such Excess Funding Obligor) of the Excess Payment (as defined below) in
respect of such Guaranteed Obligations.

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For purposes of this Section 6.08, (i) "Excess Funding
Obligor" shall mean, in respect of any Guaranteed Obligations, a Subsidiary
Guarantor that has paid an amount in excess of its Pro Rata Share of such
Guaranteed Obligations, (ii) "Excess Payment" shall mean, in respect of any
Guaranteed Obligations, the amount paid by an Excess Funding Obligor in excess
of its Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata Share"
shall mean, for any Subsidiary Guarantor, the ratio (expressed as a percentage)
of (x) the amount by which the aggregate fair saleable value of all Properties
of such Subsidiary Guarantor on the date of this Agreement exceeds the amount
of all the debts and liabilities of such Subsidiary Guarantor (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations that have been Guaranteed by such Subsidiary Guarantor in
Section 6.01 hereof) to (y) the amount by which the aggregate fair saleable
value of all Properties of the Borrower and all of the Subsidiary Guarantors
exceeds the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of the Borrower and the Subsidiary Guarantors hereunder) of the
Borrower and all of the Subsidiary Guarantors, all as of the date hereof.

6.09 GENERAL LIMITATION ON GUARANTEE OBLIGATIONS. In any
action or proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Subsidiary Guarantor under
Section 6.01 hereof would otherwise, taking into account the provisions of
Section 6.08 hereof, be held or determined to be void, invalid or
unenforceable, or subordinated to the claims of any other creditors, on account
of the amount of its liability under said Section 6.01, then, notwithstanding
any other provision hereof to the contrary, the amount of such liability shall,
without any further action by such Subsidiary Guarantor, any Lender, the
Administrative Agent or any other Person, be automatically limited and reduced
to the highest amount that is valid and enforceable and not subordinated to the
claims of other creditors and determined in such action or proceeding.

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SECTION 7. CONDITIONS PRECEDENT.

7.01 CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amended and Restated Credit Agreement and the obligations of any Lender to make
its initial Loan on or subsequent to the date hereof is subject to the receipt
by the Administrative Agent of the following documents and evidence (with, in
the case of clauses (a), (b), (c) and (d) below, sufficient copies for each
Lender), each of which shall be satisfactory to the Administrative Agent in
form and substance:

(a) Corporate Documents. The following documents, each
certified as indicated below:

(i) (x) a certificate dated the date hereof of
the secretary of each Obligor certifying that the copy of the
charter of each Obligor (other than Thai Romo), as in effect
on September 10, 1996, previously delivered to Chase, has not
been amended since such delivery to Chase and (y) a
certificate from such Secretary of State dated as of a date
reasonably close to the date hereof as to the good standing of
and charter documents filed by such Obligor;

(ii) a certificate of the Secretary or an
Assistant Secretary of each Obligor (other than Thai Romo),
dated the date hereof and certifying (A) that the by-laws of
such Obligor as in effect on September 10, 1996, previously
delivered to Chase, have not been amended since such delivery
to Chase and were in effect at all times from the date on
which the resolutions referred to in clause (B) below were
adopted to and including the date of such certificate, (B)
that attached thereto is a true and complete copy of
resolutions duly adopted by the board of directors of such
Obligor authorizing the execution, delivery and performance of
such of the Basic Documents to which it is or is intended to
be a party (including the borrowings hereunder), and that such
resolutions have not been modified, rescinded or amended and
are in full force and effect, and (C) as to the incumbency and
specimen signature of each officer of such Obligor executing
such of the Basic Documents to which such

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Obligor is or is intended to be a party and each other
document to be delivered by such Obligor from time to time in
connection therewith (and the Administrative Agent and each
Lender may conclusively rely on such certificate until it
receives notice in writing from such Obligor);

(iii) a certification of another officer of each
Obligor (other than Thai Romo), dated the date hereof, as to
the incumbency and specimen signature of the Secretary or
Assistant Secretary, as the case may be, of such Obligor;

(iv) Certificates of the appropriate official of
the State of Texas, dated a date reasonably close to the date
hereof, as to the good standing of, and authority to transact
business of each of the Obligors (other than Thai Romo); and

(v) a certificate, dated the date hereof of the
authorized director of Thai Romo certifying that the
constitutive documents of Thai Romo previously delivered to
Chase have not been amended since such delivery to Chase and
copies, certified as of the date hereof, of all corporate
authority for Thai Romo (including, without limitation, board
of director or executive committee resolutions and evidence of
the incumbency, including specimen signatures, of directors)
with respect to the execution, delivery and performance of the
transactions contemplated by this Agreement (and the
Administrative Agent and each Lender may conclusively rely on
such certificate until it receives notice in writing from Thai
Romo);

(b) Officer's Certificates. A certificate of a Senior
Officer of each of the Obligors (other than Thai Romo) and in the case
of Thai Romo, a certification of an authorized director, dated the
date hereof, to the effect set forth in clauses (a) and (b) of Section
7.02 hereof.

(c) Opinions of Counsel to the Obligors. Opinions, dated the
date hereof, of (i) Hughes & Luce, special counsel to the Obligors,
substantially in the form of Exhibit C-1 hereto and covering such
other matters as the

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Administrative Agent or any Lender may reasonably request and (ii)
Baker & McKenzie, special Thai counsel to the Obligors, substantially
in the form of Exhibit C-2 hereto and covering such other matters as
the Administrative Agent or any Lender may reasonably request (and
each Obligor hereby instructs each such counsel to deliver such
opinions to the Lenders and the Administrative Agent).

(d) Opinions of Special New York Counsel to Chase. An
opinion, dated the date hereof, of Freshfields, special New York
counsel to Chase, substantially in the form of Exhibit D hereto (and
Chase hereby instructs such counsel to deliver such opinion to the
Lenders).

(e) Notes. The Notes, duly completed and executed for each
Lender in exchange for the Original Notes of each Lender.

(f) Pledge Agreements. The Pledge Agreements, duly executed
and delivered by each of the parties thereto and the stock
certificates identified in Section 3(a) of each such Pledge Agreement
thereof, accompanied by undated stock powers executed in blank. In
addition, the Borrower, RMEC and TRH shall have taken such other
action (including, without limitation, causing Thai Romo to register
the pledges in the share register book of Thai Romo, and delivering to
the Administrative Agent, for filing, appropriately completed and duly
executed copies of Uniform Commercial Code financing statements) as
the Administrative Agent shall have requested in order to perfect the
security interests created pursuant to the Pledge Agreements.

(g) Project Agreements; Etc. With respect to each of the
Project Agreements, (i) all conditions precedent to such Project
Agreements shall have been satisfied in all material effects, (ii) all
Project Agreements shall be in full force and effect, enforceable
against each of the parties thereto, and (iii) there shall not have
been any amendment or waiver of any such Project Agreement (other than
the First Amendment to Gas Sales Agreement) since December 31, 1995
nor any cancellation, suspension, termination of or default under, any
Project Agreement and the Administrative Agent shall have received a
certificate from an authorized

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director of Thai Romo with respect to (i) through (iii) above, which
such certificate shall also certify that all requisite material
governmental approvals, consents and permits required for the
development, completion and operation of the Project have been
obtained. The Administrative Agent shall also have received executed
copies of all of the Project Agreements.

(h) Insurance. Certificates of insurance evidencing the
existence of all insurance required to be maintained by the Obligors
pursuant to Section 9.04 hereof, such certificates to be in such form
and contain such information as is specified in said Section 9.04.

(i) Amended Warrants The warrants issued to Chase pursuant
to the Warrant Agreement shall be modified to provide for an Exercise
Price (as defined therein) of $10.50 per share of common stock of the
Borrower (par value $.01 per share) and such warrants, as modified,
shall be delivered to the Administrative Agent for delivery to the
parties entitled thereto.

(j) Second Warrant Agreement. The Second Warrant Agreement,
duly executed and delivered by the Borrower.

(k) Escrow Agreement. The Borrower, Chase and Chase Bank of
Texas, National Association shall have executed and delivered the
Escrow Agreement dated as of September 28, 1998 and the Borrower shall
have delivered all of the warrants to be issued under the Second
Warrant Agreement to the Escrow Agent.

(l) Process Administrative Agent Acceptance. A Process
Administrative Agent Acceptance, duly executed and delivered by CT
Corporation System in respect of each of the Obligors, substantially
in the form of Exhibit G hereto.

(m) Process Agent Power of Attorney for Thai Romo. A Process
Agent Power of Attorney for Thai Romo, duly executed and delivered by
Thai Romo and CT Corporation System, substantially in the form of
Exhibit H hereto.

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(n) No Material Adverse Change. There shall have been no
material adverse change since June 30, 1998 in the financial condition
of the Borrower and its Subsidiaries taken as a whole, and the
Administrative Agent shall have received a certificate of a Senior
Officer of the Borrower and an authorized director of Thai Romo,
respectively, to such effect.

(o) Other Documents. Such other documents as the
Administrative Agent or any Lender or special New York counsel to
Chase may reasonably request.

The obligation of any Lender to make its Loan hereunder is also subject to the
payment by the Obligors of such fees payable on or before the date hereof as
the Obligors shall have agreed to pay or deliver to any Lender or the
Administrative Agent in connection herewith, (to the extent that statements for
such fees and expenses have been delivered to the Obligors).

7.02 FURTHER CONDITIONS PRECEDENT. The obligation of any
Lender to make any Loan subsequent to its initial Loan hereunder is subject to
the conditions precedent that both immediately prior to the making of such Loan
and also after giving effect thereto and to the intended use thereof:

(a) no Default shall have occurred and be continuing; and

(b) the representations and warranties made by the Obligors
in Section 8 and by each Obligor in each of the Basic Documents to
which such Obligor is a party, shall be true and correct on and as of
the date of the making of such Loan with the same force and effect as
if made on and as of such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date,
as of such specific date).

The notice of borrowing by the Borrower hereunder shall
constitute a certification by the Borrower to the effect set forth in the
preceding sentence

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(both as of the date of such notice and, unless the Borrower otherwise notifies
the Administrative Agent prior to such borrowing, as of the date of such
borrowing).

SECTION 8. REPRESENTATIONS AND WARRANTIES. Each Obligor (as
to itself and each of its Subsidiaries) represents and warrants to the
Administrative Agent and the Lenders that:

8.01 CORPORATE EXISTENCE. Each Obligor and its Subsidiaries:
(a) is a corporation or other entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization; (b) has
all requisite corporate or other power, and has all material governmental
licenses, authorizations, consents and approvals necessary to own its assets
and carry on its business as now being or as proposed to be conducted; and (c)
is qualified to do business and is in good standing in all jurisdictions in
which the nature of the business conducted by it makes such qualification
necessary and where failure so to qualify could reasonably be expected to
(either individually or in the aggregate) have a Material Adverse Effect.

8.02 FINANCIAL CONDITION. The Borrower has heretofore
furnished to each of the Lenders the following financial statements:

(a) a consolidated balance sheet of the Borrower and its
Subsidiaries as at June 30, 1998 and the related consolidated
statements of income, retained earnings and cash flows of the Borrower
and its Subsidiaries for the fiscal quarter ended on said date; and

(b) an audited consolidated balance sheet of the Borrower and
its Subsidiaries as of December 31, 1997 and the related audited
consolidated statements of income, retained earnings and cash flows of
the Borrower and its Subsidiaries for the fiscal year ended on said
date.

All such financial statements are complete and accurate in all material
respects and fairly present in all material respects the actual financial
condition of the Borrower and its Subsidiaries as at said dates and the actual
condition, consolidated results of such operations for the fiscal quarter or
fiscal year ended on said date (subject in the case of clause (a) to normal
year-end audit adjustments), all in accordance with GAAP (to the extent
applicable).

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8.03 LITIGATION. Except as disclosed in Schedule IV hereto,
there are no legal or arbitral proceedings, or any proceedings by or before any
Governmental Authority, now pending or (to the knowledge of any Obligor)
threatened against any Obligor or any of its Subsidiaries that could reasonably
be expected to be adversely determined and which, if adversely determined,
could reasonably be expected to (either individually or in the aggregate) have
a Material Adverse Effect.

8.04 NO BREACH. (a) None of the execution and delivery of
this Agreement and the Notes and the other Basic Documents to which any of the
Obligors is a party, the consummation of the transactions herein and therein
contemplated or compliance with the terms and provisions hereof and thereof
will conflict with or result in a breach of, or require any consent (which has
not been obtained or the requirement for which has not been waived) under, the
charter or by-laws of any Obligor, or any agreement or instrument to which any
Obligor or any of its Subsidiaries is a party or by which any of them or any of
their Property is bound or to which any of them is subject, or constitute a
default under any such agreement or instrument, or (except for the Liens
created pursuant to the Pledge Agreements) result in the creation or imposition
of any Lien upon any Property of any Obligor or any of its Subsidiaries
pursuant to the terms of any such agreement or instrument.

(b) None of the execution and delivery of this Agreement and
the Notes and the other Basic Documents to which any of the Obligors is a
party, the consummation of the transactions herein and therein contemplated or
compliance with the terms and provisions hereof and thereof will violate any
Legal Requirements other than any Legal Requirements the violation of which,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

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8.05 ACTION. Each Obligor has all necessary corporate power,
authority and legal right to execute, deliver and perform its obligations under
each of the Basic Documents to which it is a party; the execution, delivery and
performance by each Obligor of each of the Basic Documents to which it is a
party have been duly authorized by all necessary corporate action on its part
(including, without limitation, any required shareholder approvals); and this
Agreement has been duly and validly executed and delivered by each Obligor and
constitutes, and each of the Notes and the other Basic Documents to which it is
a party when executed and delivered (in the case of the Notes, for value) will
constitute, its legal, valid and binding obligation, enforceable against such
Obligor in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights
and (b) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

8.06 APPROVALS. No authorizations, approvals or consents of,
and no filings or registrations with, any Governmental Authority, or any
securities exchange, are necessary for the execution, delivery or performance
by any Obligor of the Basic Documents to which it is a party or for the
legality, validity or enforceability thereof, except for (a) any thereof the
failure of which to be obtained or effected could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect and (b)
filings and recordings in respect of Liens created pursuant to the Pledge
Agreements.

8.07 USE OF CREDIT. None of the Obligors nor any of its
Subsidiaries is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose, whether immediate, incidental
or ultimate, of buying or carrying margin stock (as such term is defined in
Regulation U), and no part of the proceeds of the Loans hereunder will be used
to buy or carry any margin stock.

8.08 ERISA. Each Plan, and, to the knowledge of each
Obligor, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with,
the applicable provisions of ERISA, the Code and any other U.S. Federal or
State law, and no

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event or condition has occurred and is continuing as to which any Obligor would
be under an obligation to furnish a report to the Lenders under Section 9.01(e)
hereof.

8.09 TAXES. The Borrower and its Subsidiaries (other than
Thai Romo) are members of an affiliated group of corporations filing
consolidated returns for U.S. Federal income tax purposes, of which the
Borrower is the "common parent" (within the meaning of Section 1504 of the
Code) of such group. The Borrower and its Subsidiaries have filed all U.S.
Federal income tax returns and all other material tax returns that are required
to be filed by them (or have obtained extensions with respect thereto) and have
paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of taxes
and other governmental charges are, in the opinion of the Obligors, adequate.
Except as set forth in Schedule V hereto, none of the Obligors nor any other
Person acting on its behalf has given or been requested to give a waiver of the
statute of limitations relating to the payment of any U.S. Federal, state,
local and foreign taxes or other impositions.

8.10 INVESTMENT COMPANY ACT. Neither the Borrower nor any of
its Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

8.11 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the
Borrower nor any of its Subsidiaries is a "holding company", or an "affiliate"
of a "holding company" or a "subsidiary company" of a "holding company", within
the meaning of the Public Utility Holding Company Act of 1935, as amended.

8.12 MATERIAL AGREEMENTS AND LIENS.

(a) Part A of Schedule I hereto is a complete and correct
list of each Production Payment, each credit agreement, loan agreement,
indenture, purchase agreement, Guarantee, letter of credit or other arrangement
(other than under the Basic Documents) providing for or otherwise relating to
any Indebtedness or any extension of credit (or commitment for any extension of
credit) to, or Guarantee

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by, the Borrower or any of its Subsidiaries, outstanding on the date hereof the
aggregate principal or face amount of or obligations under which equals or
exceeds or may equal or exceed $500,000, and the aggregate principal or face
amount outstanding or that may become outstanding under each such arrangement
is correctly described in Part A of said Schedule I.

(b) Part B of Schedule I hereto is a complete and correct
list of each Lien securing Indebtedness of any Person outstanding on the date
hereof the aggregate principal or face amount of which equals or exceeds or may
equal or exceed $500,000, and covering any Property of the Borrower or any of
its Subsidiaries, and the aggregate Indebtedness secured (or that may be
secured) by each such Lien and the Property covered by each such Lien is
correctly described in Part B of said Schedule I.

8.13 COMPLIANCE WITH LAWS. Except as set forth on Schedule
II hereto, each Obligor and its Subsidiaries has prepared and submitted all
reports and has obtained all permits, consents, licenses and other
authorizations required under all Laws to carry on its business as now being or
as proposed to be conducted, except to the extent failure to have any such
permit, license or authorization could not reasonably be expected to (either
individually or in the aggregate) have a Material Adverse Effect. Each of such
permits, licenses and authorizations is in full force and effect and each
Obligor and its Subsidiaries is in compliance with (i) the terms and conditions
thereof, and (ii) all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any applicable Law, except, in each case, to the extent failure to comply
therewith could not reasonably be expected to (either individually or in the
aggregate) have a Material Adverse Effect.

8.14 CAPITALIZATION.

(a) The authorized capital stock of the Borrower consists, on
the date hereof, of (i) an aggregate of 40,000,000 shares of common stock, par
value $.01 of which 25,614,000 shares are duly and validly issued and
outstanding and (ii) an aggregate of 10,000,000 shares of preferred stock, par
value $.01, of which no shares are issued and outstanding, each of which
outstanding common shares is fully paid and nonassessable.

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(b) The authorized capital stock of RMEC consists, on the
date hereof, of an aggregate of 10,000 shares of common stock, par value $.01
per share, of which 1000 shares are duly and validly issued and outstanding,
each of which shares is fully paid and nonassessable. As of the date hereof
all of such issued and outstanding shares of common stock are owned
beneficially and of record by the Borrower.

(c) The authorized capital stock of TRH consists, on the date
hereof, of an aggregate of 1000 shares of common stock, par value $.01 of which
1000 shares are duly and validly issued and outstanding, each of which shares
is fully paid and nonassessable. As of the date hereof, such issued and
outstanding shares of common stock are owned beneficially and of record by the
Borrower.

(d) The registered capital of Thai Romo consists, on the date
hereof, of an aggregate of 1,065,317 ordinary shares of which 1,065,317 shares
are duly and validly issued and outstanding, each of which shares is fully paid
and nonassessable. As of the date hereof, such issued and outstanding ordinary
shares of common stock are owned beneficially and of record by the Persons as
set forth on Schedule VI hereto.

(e) The registered capital of B8/32 Partners consists, on the
date hereof, of an aggregate of 110,000 ordinary shares all of which are duly
and validly issued and outstanding, each of which shares is fully paid and non-
assessable. As of the date hereof, such issued and outstanding ordinary shares
of common stock are owned beneficially and of record by the Persons as set
forth on Schedule VI hereto.

8.15 SUBSIDIARIES, ETC.

(a) In each case as of the date hereof, the Borrower does not
have any Subsidiaries other than the Subsidiary Guarantors, Hydrocarbon Finance
Corporation, a Delaware corporation, and Thai-Tex; RMEC and TRH do not have any
Subsidiaries other than Thai Romo; and Thai Romo has no Subsidiaries.

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(b) Set forth in Schedule III hereto is a complete and
correct list as of the date hereof of all Investments (other than operating
deposit accounts with banks and Permitted Investments) held by the Borrower or
any of its Subsidiaries in any Person on the date hereof (including, without
limitation, all interests of the Borrower or any of its Subsidiaries in any
partnership or joint venture ("Partnership Interests") and, for each such
Investment or Partnership Interest, (x) the identity of the Person or Persons
holding such Investment or Partnership Interest (as the case may be) and (y)
the nature of such Investment or Partnership Interest (as the case may be).
Except as disclosed in Schedule III hereto, each of the Borrower and its
Subsidiaries owns, free and clear of all Liens (other than Liens created
pursuant to the Pledge Agreements and other Liens permitted by Section 9.06
hereof), all such Investments and such Partnership Interests.

8.16 TITLE TO ASSETS. Each Obligor owns or leases and has on
the date hereof indefeasible and defensible title (subject only to Liens
permitted by Section 9.06 hereof) to the material Properties reflected as owned
or leased by it in the most recent financial statements referred to in Section
8.02 hereof (other than Properties disposed of in the ordinary course of
business). Each Obligor owns or leases and has on the date hereof indefeasible
and defensible title to, and enjoys on the date hereof peaceful and undisturbed
possession of, all Properties (subject only to Liens permitted by Section 9.06
hereof) that are necessary for the operation and conduct of its businesses.

8.17 TRUE AND COMPLETE DISCLOSURE. The information, reports,
exhibits and schedules furnished in writing by or on behalf of the Obligors to
the Administrative Agent or any Lender in connection with the negotiation,
preparation or delivery of this Agreement and the other Basic Documents or
included herein or therein or delivered pursuant hereto or thereto, when taken
as a whole, are true and correct in all material respects as of the date
hereof, and do not contain any untrue statement of material fact or omit to
state any material fact necessary to make the statements herein or therein, in
light of the circumstances under which they were made, not misleading, and any
such financial statements fairly present the financial condition of the
Borrower and its Subsidiaries as of the date indicated therein provided that,
in the case of projections and pro forma financial statements, the Obligors
represent and

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warrant only that the same were prepared in good faith and on the basis of
assumptions and estimates that were reasonable as of the date as of which the
same are stated to have been prepared. All written information furnished after
the date hereof by the Obligors and their respective Subsidiaries to the
Administrative Agent and the Lenders in connection with this Agreement and the
other Basic Documents to which any of the Obligors are parties and the
transactions contemplated hereby and thereby will be true, correct and complete
in every material respect on, or (in the case of projections and pro forma
financial statements) will be prepared in good faith and on the basis of
reasonable assumptions and estimates as of, the date as of which such
information is stated or certified.

8.18 PROJECT AGREEMENTS; COMPLETION. The Obligors have
heretofore delivered to the Administrative Agent true and complete copies of
each Project Agreement each as in effect on the date hereof. Each such Project
Agreement to which Thai Romo is a party is in full force and effect as of the
date hereof and as of the date hereof no event or condition has occurred or
exists that could result in the termination of such agreement to the extent
such termination would result in a Material Adverse Effect. Thai Romo is in
compliance in all material respects, with each of the Project Agreements to
which it is a party.

8.19 SPECIAL PURPOSE COMPANY. RMEC and TRH have (a) no
material assets other than cash, Investments in Thai Romo and other Investments
permitted to be made by it as provided in Section 9.08 hereof and its rights
and interests under the documents referred to in clause (b) below and (b) no
Indebtedness, and no material obligations other than its obligations under the
Basic Documents and the other documents referred to therein to which it is a
party and Indebtedness permitted by Section 9.07 hereof. Thai Romo is not
party to any material agreements, contracts or commitments other than the
Project Agreements, the Share Sale Agreement and the Basic Documents and, other
than the Project Agreements, the Indenture pursuant to which the Senior
Subordinated Notes were issued and certain Hedging Agreements with the
Administrative Agent, Thai Romo as of the date hereof does not engage to any
significant degree in business activities in which it incurs or could
reasonably be expected to incur material Indebtedness to Persons other than the
other Obligors.

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8.20 SBM. The financing and lease arrangements with SBM in
respect of the Project Agreements have not resulted in any material disruption
to the cash flow of Thai Romo or the Borrower and neither Thai Romo nor the
Borrower has knowledge of any event or condition (other than the non-payment by
the Operator of amounts payable to SBM) which is likely to cause a material
disruption of such cash flow.

8.21 USE OF PROCEEDS. The Borrower will use the proceeds of
the Loans hereunder for exploration and development activities of the Borrower
or any Subsidiary Guarantor and for general corporate purposes of the Borrower
or any Subsidiary Guarantor.

SECTION 9. COVENANTS OF THE OBLIGORS. Each Obligor covenants
and agrees with the Lenders and the Administrative Agent that, so long as any
Commitment or Loan is outstanding and until payment in full of all amounts
payable by the Borrower hereunder:

9.01 FINANCIAL STATEMENTS ETC. The Borrower shall deliver to
Administrative Agent (and the Administrative Agent shall deliver to each of the
Lenders):

(a) as soon as available and in any event within 55 days
after the end of each quarterly fiscal period of each fiscal year of
the Borrower, consolidated statements of income, changes in
stockholders' equity and cash flows of the Borrower and its
Subsidiaries for such period and for the period from the beginning of
the respective fiscal year to the end of such period, and the related
consolidated balance sheet of the Borrower and its Subsidiaries as at
the end of such period, setting forth in each case in comparative form
the corresponding consolidated figures for the corresponding periods
in the preceding fiscal year (except that, in the case of balance
sheets, such comparison shall be to the last day of the prior fiscal
year), or, if the Borrower is then subject to the periodic reporting
requirements of the Exchange Act, copies of the Borrower's Quarterly
Report on Form 10-Q for such quarterly period as filed with the SEC
containing such consolidated financial statements;

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(b) as soon as available and in any event within 100 days
after the end of each fiscal year of the Borrower, consolidated
statements of income, changes in stockholders' equity and cash flows
of the Borrower and its Subsidiaries for such fiscal year and the
related consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal year, setting forth in each
case in comparative form the corresponding consolidated figures for
the preceding fiscal year, and accompanied by an opinion thereon of
independent certified public accountants of recognized national
standing, which opinion shall state that said consolidated financial
statements present fairly, in all material respects, the consolidated
financial condition and results of operations of the Borrower and its
Subsidiaries as at the end of, and for, such fiscal year in accordance
with GAAP or, if the Borrower is then subject to the periodic
reporting requirements of the Exchange Act, copies of the Borrower's
Annual Report on Form 10-K for such fiscal year as filed with the SEC
containing such consolidated financial statements and opinion;

(c) promptly upon their becoming available, copies of all
registration statements that have been filed and regular periodic
reports (other than as set forth in paragraphs (a) and (b) above), if
any, that the Borrower shall have filed with the Securities and
Exchange Commission (or any governmental agency substituted therefor)
or any national securities exchange;

(d) promptly upon the mailing thereof to the holders of any
publicly-traded debt securities or equity securities of any of the
Obligors generally, copies of all financial statements, reports and
proxy statements so mailed;

(e) as soon as possible, and in any event within ten days
after a Senior Officer of any Obligor knows that any of the events or
conditions specified below with respect to any Plan or Multiemployer
Plan has occurred or exists, a statement signed by a senior financial
officer of such Obligor setting forth details respecting such event or
condition and the action, if any, that such Obligor or its ERISA
Affiliate proposes to take with respect thereto (and a copy of any
report or notice required to be filed with or given to the PBGC by
such Obligor or an ERISA Affiliate with respect to such event or
condition):

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(i) any reportable event, as defined in Section
4043(c) of ERISA and the regulations issued thereunder, with
respect to a Plan, as to which the PBGC has not by regulation
waived the requirement of Section 4043(a) of ERISA that it be
notified within 30 days of the occurrence of such event
(provided that a failure to meet the minimum funding standard
of Section 412 of the Code or Section 302 of ERISA, including,
without limitation, the failure to make on or before its due
date a required installment under Section 412(m) of the Code
or Section 302(e) of ERISA, shall be a reportable event
regardless of the issuance of any waivers in accordance with
Section 412(d) of the Code); and any request for a waiver
under Section 412(d) of the Code for any Plan;

(ii) the distribution under Section 4041(c) of
ERISA of a notice of intent to terminate any Plan or any
action taken by such Obligor or an ERISA Affiliate to
terminate any Plan;

(iii) the institution by the PBGC of proceedings
under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan, or the
receipt by such Obligor or any ERISA Affiliate of a notice
from a Multiemployer Plan that such action has been taken by
the PBGC with respect to such Multiemployer Plan;

(iv) the complete or partial withdrawal from a
Multiemployer Plan by such Obligor or any ERISA Affiliate that
results in liability under Section 4201 or 4204 of ERISA
(including the obligation to satisfy secondary liability as a
result of a purchaser default) or the receipt by such Obligor
or any ERISA Affiliate of notice from a Multiemployer Plan
that it is in reorganization or insolvency pursuant to Section
4241 or 4245 of ERISA or that it intends to terminate or has
terminated under Section 4041A of ERISA;

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(v) the institution of a proceeding by a
fiduciary of any Multiemployer Plan against such Obligor or
any ERISA Affiliate to enforce Section 515 of ERISA, which
proceeding is not dismissed within 30 days; and

(vi) the adoption of an amendment to any Plan
that, pursuant to Section 401(a)(29) of the Code or Section
307 of ERISA, would result in the loss of tax-exempt status of
the trust of which such Plan is a part if such Obligor or an
ERISA Affiliate fails to timely provide security to the Plan
in accordance with the provisions of said Sections;

(f) not later than March 15 of each calendar year (commencing
with the calendar year beginning January 1, 1999), a Reserve
Evaluation Report prepared by the Independent Petroleum Engineer with
respect to the Hydrocarbon Properties owned or leased by the Obligors
as of December 31 of the immediately preceding calendar year;

(g) not later than September 15 of each calendar year
(commencing with September 15, 1999), a Reserve Evaluation Report
prepared by the Borrower with respect to the Hydrocarbon Properties
owned or leased by the Obligors as of June 30 of such calendar year;

(h) promptly after a Senior Officer of the Borrower or a
Subsidiary Guarantor knows that any Default (other than a Default that
has ceased to exist) has occurred, a notice of such Default describing
the same in reasonable detail and, together with such notice or as
soon thereafter as possible, a description of the action that the
Borrower or such Subsidiary Guarantor, as the case may be, has taken
or proposes to take with respect thereto;

(i) promptly after a Senior Officer of any Obligor becomes
aware thereof, notice of the occurrence of any event or the existence
of any event or condition that could reasonably be expected to result
in the premature termination of any Project Agreement (other than
information previously

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delivered pursuant to Section 9.18(b) hereof), provided that the
Obligors will notify the Administrative Agent within five days
following any payment default by any Obligor under any Joint Operating
Agreement. Within ten days following such notice the Obligors shall
cure such payment default, provided further that if the Obligors have
not cured such payment default within such period, the Lenders,
without being required to exercise any other remedy hereunder, may
cure such default and the amount required to be paid by the Lenders to
cure such default shall, at the option of the Lenders, be added to the
principal amount of the Loans hereunder (without regard to whether
such Loans cause the aggregate principal amount of the Loans to exceed
the Borrowing Base or Threshold Amount);

(j) as soon as reasonably practicable after its execution by
the parties thereto, the Escrow Agreement; and

(k) from time to time such other information regarding the
Properties, financial condition, operations or business of any Obligor
and their respective Subsidiaries (including, without limitation, any
Plan or Multiemployer Plan and any reports or other information
required to be filed under ERISA), the Project Agreements, the Sales
Agreements, purchasers under the Sales Agreements and the transactions
contemplated hereby and thereby as any Lender (through the
Administrative Agent) or the Administrative Agent may reasonably
request.

The Borrower will furnish to the Administrative Agent, at the time it furnishes
each set of financial statements pursuant to paragraph (a) or (b) above, a
certificate of a senior financial officer of the Borrower (i) to the effect
that no Default has occurred and is continuing (or, if any Default has occurred
and is continuing, describing the same in reasonable detail and describing the
action that the Obligors have taken or propose to take with respect thereto),
(ii) setting forth in reasonable detail the computations and information
necessary to determine whether the Obligors are in compliance with Sections
9.06(n), 9.07(e) and 9.10 hereof as of the end of the respective quarterly
fiscal period or fiscal year and (iii) setting forth the amount and parties to
any Investments pursuant to Section 9.08(g) hereof.

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9.02 LITIGATION. The Borrower will promptly give to the
Administrative Agent (and the Administrative Agent shall give to each Lender)
notice of all legal or arbitral proceedings, and of all proceedings by or
before any governmental or regulatory authority or agency, and any material
development in respect of such legal or other proceedings, affecting the
Borrower or any of its Subsidiaries, except (i) proceedings that, if adversely
determined, could not (either individually or in the aggregate) reasonably be
expected to have a Material Adverse Effect and (ii) any such development that
could not reasonably be expected to have a Material Adverse Effect.

9.03 EXISTENCE, ETC. Each of the Obligors will, and will
cause each of its Subsidiaries to:

(a) preserve and maintain its legal existence and all of its
material rights, privileges, licenses and franchises (provided that
nothing in this Section 9.03 shall prohibit any transaction expressly
permitted under Section 9.05 hereof);

(b) comply with the requirements of all applicable Laws of
Governmental Authorities if failure to comply with such requirements
could reasonably be expected to (either individually or in the
aggregate) have a Material Adverse Effect;

(c) pay and discharge all taxes, assessments and governmental
charges or levies imposed on it or on its income or profits or on any
of its Property prior to the date on which penalties attach thereto,
except for any such tax, assessment, charge or levy the payment of
which is being contested in good faith and by proper proceedings;

(d) maintain all of its Properties used or useful in its
business in good working order and condition, ordinary wear and tear
excepted;

(e) keep adequate records and books of account in accordance
with GAAP; and

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(f) permit representatives of any Lender or the
Administrative Agent, during normal business hours, upon reasonable
notice, and at the expense of such Lender or Administrative Agent (as
the case may be), to examine, copy and make extracts from its books
and records, to inspect any of its Properties, and to discuss its
business and affairs with its officers, all to the extent reasonably
requested by such Lender or the Administrative Agent (as the case may
be).

9.04 INSURANCE. Each of the Obligors will, and will cause
each of its Subsidiaries to, maintain insurance with financially sound and
reputable third party insurance companies with respect to Property and risks of
a character usually maintained by corporations engaged in the same or similar
business similarly situated and may reinsure such risks with Thai-Tex, against
loss, damage and liability of the kinds and in the amounts customarily
maintained by such corporations.

9.05 PROHIBITION OF FUNDAMENTAL CHANGES. None of the
Obligors will, nor will they permit any of their Subsidiaries to, enter into
any transaction of merger or consolidation or amalgamation, or liquidate, wind
up or dissolve itself (or suffer any liquidation or dissolution).

Thai Romo shall not convey, sell, lease, transfer or otherwise
dispose of any interest in any Project Agreement to which it is a party, and no
Obligor shall make a Disposition.

Notwithstanding the foregoing provisions of this Section 9.05,
the Obligors (other than Thai Romo) may merge or consolidate with each other if
(i) in any such merger or consolidation involving the Borrower, the Borrower is
the surviving corporation, (ii) in any such merger or consolidation not
involving the Borrower, a Subsidiary Guarantor is the surviving corporation,
(iii) after giving effect thereto no Default would exist hereunder and (iv) any
such merger will not have an adverse effect on any Project Agreement.

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9.06 LIMITATION ON LIENS. None of the Obligors will, nor
will they permit any of their Subsidiaries to, create, incur, assume or suffer
to exist any Lien upon any of its Property, whether now owned or hereafter
acquired, except:

(a) Liens created pursuant to the Pledge Agreements;

(b) Liens imposed by any governmental authority for taxes,
assessments or charges not yet due or that are being contested in good
faith and by appropriate proceedings;

(c) carriers', warehousemen's, mechanics', materialmen's,
repairmen's, landlord's or other like Liens arising in the ordinary
course of business that are not overdue for a period of more than 30
days or that are being contested in good faith and by appropriate
proceedings and Liens securing judgments but only to the extent for an
amount and for a period not resulting in an Event of Default under
Section 10(h) hereof;

(d) pledges or deposits under worker's compensation,
unemployment insurance and other social security legislation;

(e) deposits, pledges and other Liens granted to secure the
performance of bids, trade contracts (other than for Indebtedness),
leases, tenders, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature incurred in
the ordinary course of business;

(f) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and
encumbrances consisting of zoning restrictions, easements, licenses,
restrictions on the use of Property or minor imperfections in title
thereto that, in the aggregate, are not material in amount, and that
do not in any case materially detract from the value of the Property
subject thereto or interfere with the ordinary conduct of the business
of the Subsidiary Guarantors and any of their respective Subsidiaries;

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(g) Liens upon real and/or tangible personal Property
acquired after the date hereof (by purchase, capital lease,
construction or otherwise) by any Obligor, each of which Liens either
(A) existed on such Property before the time of its acquisition and
was not created in anticipation thereof or (B) was created solely for
the purpose of securing Indebtedness representing, or incurred to
finance, refinance or refund, the cost (including the cost of
construction) of such Property; provided that (i) no such Lien shall
extend to or cover any Property of any Obligor or any of its
Subsidiaries other than the Property so acquired and improvements
thereon, (ii) the principal amount of Indebtedness secured by any such
Lien shall at no time exceed 75% of the fair market value (as
determined in good faith by a senior financial officer of the
Borrower) of such Property at the time it was acquired (by purchase,
construction or otherwise), and (iii) no Lien shall be incurred in
connection with any Production Payment;

(h) Liens under farm-in, farm-out, joint operating, area of
mutual interest agreements or similar agreements entered into by any
Obligor or any of its Subsidiaries in the ordinary course of business
which such Person determines in good faith to be necessary for or
advantageous to the economic development of its Properties; provided
that no such Lien (other than Liens under joint operating agreements,
which arise in the ordinary course of business) shall be granted upon
Property which is given any value in determining the Borrowing Base;

(i) Liens created pursuant to any Interest Rate Protection
Agreements permitted under Section 9.07(h) hereof with any Lender that
are pari passu or subordinated to the Liens created pursuant to the
Pledge Agreements;

(j) Liens in existence on the date hereof and listed on Part
B of Schedule I hereto;

(k) statutory and contractual landlords' and lessors' liens
under leases to which any Obligor or its Subsidiaries is a party;

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(l) any interest or title of a lessor, sublessor, licensee or
licensor under any lease or license agreement permitted by this
Agreement;

(m) Liens in favor of a banking institution arising as a
matter of law encumbering deposits (including the right of set-off)
held by such banking institutions incurred in the ordinary course of
business and which are within the general parameters customary in the
banking industry;

(n) additional Liens created after the date hereof upon real
and/or personal property; provided that (i) the outstanding aggregate
principal or face amount of Indebtedness secured thereby and incurred
after the date hereof shall not exceed $2,500,000 in the aggregate any
one time outstanding and (ii) no such additional Liens shall be
created on any Property of Thai Romo;

(o) Liens in existence on the date hereof, in connection with
Capital Lease Obligations under any capital lease arrangement entered
into by any Obligor;

(p) royalties, overriding royalties, revenue interests, net
revenue interests, advance payment obligations and other similar
burdens incurred in the ordinary course of business; provided that no
such royalties, interests, obligations or burdens shall be granted on
or with respect to Property which is given any value in determining
the Borrowing Base;

(q) Liens on Property of any Person that becomes a Subsidiary
of any Obligor after the date of this Agreement, provided that such
Liens are in existence at the time such Person becomes a Subsidiary of
such Obligor and were not created in anticipation thereof and such
Liens shall not spread to cover any additional Property;

(r) rights reserved to or vested in any municipality or other
Government Authority by the terms of any right, power, franchise,
grant, license or permit, or by any provision of law, to terminate
such right, power, franchise, grant, license or permit or to purchase,
condemn, expropriate or recapture, or to designate a purchaser of, any
of the property of any Obligor or any of its Subsidiaries;

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(s) rights reserved to or vested in any municipality or other
Government Authority to control or regulate any property of any
Obligor or any of its Subsidiaries, or to use such property in a
manner which does not materially impair the use of such property for
the purposes for which it is held by such Obligor or any of its
Subsidiaries;

(t) any obligations or duties affecting the Property of any
Obligor or any of its Subsidiaries to any municipality or other
Government Authority with respect to any franchise, grant, license or
permit;

(u) subject to the provisions of Section 9.13 hereof rights
under common law of a common owner of any interest in real estate,
right-of-way or easement held by any Obligor, or any of its
Subsidiaries and such common owner as tenants-in-common or through
other common ownership;

(v) Liens in favor of Bank of Montreal Trust Company on all
amounts on deposit in the Pledge Account sub account of the Special
Account (each as defined in the Indenture dated as of September 29,
1997 between the Borrower and the Bank of Montreal Trust Company; and

(w) any extension, renewal or replacement of the foregoing,
provided that the Liens permitted hereunder shall not be spread to
cover any increase in the Indebtedness or to cover additional Property
(other than a substitution of like Property).

9.07 INDEBTEDNESS. None of the Obligors will, nor will they
permit any of their Subsidiaries to, create, incur or suffer to exist any
Indebtedness except:

(a) Indebtedness hereunder and under the other Basic
Documents to the Lenders;

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(b) Indebtedness outstanding on the date hereof and listed in
Part A of Schedule I hereto, together with any renewals, extensions,
modifications and refinancings thereof, provided that no such renewal,
extension, modification or refinancing shall, with respect to the
prior Indebtedness (i) be of an earlier maturity than originally
scheduled or (ii) be of an increased principal amount;

(c) Affiliate Subordinated Indebtedness of any Subsidiary
Guarantor; provided that the Borrower specifies to the Administrative
Agent, at or prior to the time any Affiliate Subordinated Indebtedness
is incurred, the principal amount thereof and the holder or holders
thereof;

(d) Indebtedness incurred by Thai Romo to the operator (the
"Operator") under the Operating Agreement in respect of Indebtedness
incurred by the Operator in connection with transactions under such
Operating Agreement or the Joint Operating Agreement and in respect of
which Thai Romo and the other parties to such agreements (other than
the Operator) are obligated to reimburse the Operator for their
respective pro rata shares of such Indebtedness of the Operator,
provided that such Indebtedness is repaid prior to the date on which
any interest or penalties accrues or are imposed;

(e) Indebtedness of the Subsidiary Guarantors in respect of
loans and advances made as permitted by Section 9.08(d) hereof;

(f) Non-Recourse Debt;

(g) Guarantees by endorsement of negotiable instruments for
deposit or collection in the ordinary course of business;

(h) Indebtedness in respect of Interest Rate Protection
Agreements and Hedging Agreements (x) existing on the date hereof and
described on Schedule I, Part C hereof or (y) entered into after the
date hereof for the purpose of hedging fluctuations in interest rates
and commodity prices and not for speculation;

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(i) Indebtedness incurred in connection with Permitted
Investments of the type described in clause (f) of the definition of
such term;

(j) Indebtedness of Thai-Tex in respect of loans and advances
made as permitted by Section 9.08(j) hereof;

(k) the Senior Subordinated Notes;

(l) additional Indebtedness of the Borrower (including,
without limitation, Capital Lease Obligations and other Indebtedness
secured by Liens permitted under Section 9.06(n) hereof) up to but not
exceeding $5,000,000 at any one time outstanding; provided that Thai
Romo shall not be the obligor or guarantor with respect to more than
$2,500,000 of such Indebtedness; and

(m) Subordinated Indebtedness other than Affiliated
Subordinated Indebtedness.

9.08 INVESTMENTS. The Obligors will not, nor will they
permit any of their respective Subsidiaries to, make or permit to remain
outstanding any Investments except:

(a) Investments outstanding on the date hereof and identified
in Part B of Schedule III hereto;

(b) operating deposit accounts with banks;

(d) loans and advances by the Borrower to the Subsidiary
Guarantors and Investments by the Borrower in common stock of, and
other capital contributions by the Borrower to, the Subsidiary
Guarantors;

(e) Investments permitted by 9.07(h);

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(f) undivided fractional interests in hydrocarbon reserves
acquired by any Obligor (other than Thai Romo, RMEC or TRH) and
additional interests of Thai Romo in the hydrocarbon reserves subject
to the Concession Agreement;

(g) Investments incurred in connection with the funding of
Affiliate Subordinated Indebtedness;

(h) Investments by Thai Romo referred to in the proviso at
the end of the definition of "Investments" in Section 1.01 hereof;

(i) Investments by one or more of the Obligors in up to
46.35% of the share capital of B8/32 Partners; and

(j) additional Investments, including Investments in
Subsidiaries of the Obligors other than Subsidiary Guarantors, by the
Obligors up to but not exceeding $10,000,000 in the aggregate.

9.09 RESTRICTED PAYMENTS. The Borrower will not make any
Restricted Payment at any time. Any provision of this Agreement or any other
Basic Document notwithstanding, Thai Romo may pay to RMEC and TRH, and RMEC and
TRH may pay to the Borrower, dividends and other distributions on shares of its
respective capital stock and principal and interest on Indebtedness without
limitation. No Subsidiary Guarantor shall enter into any agreement that in any
manner (i) restricts or prohibits the payment of dividends and other
distribution on its shares of capital stock or (ii) restricts, prohibits or
subordinates (other than to the Lenders as provided herein) payment of any
Indebtedness owed by such Subsidiary Guarantor to the Borrower.

9.10 INTEREST COVERAGE RATIO. The Borrower will not permit
the Interest Coverage Ratio to be less than (i) 1.25 to 1.0 as of the end of
the fiscal quarter ending on March 31, 1999; (ii) 1.50 to 1.0 as of the end of
the fiscal quarter ending on June 30, 1999; and (iii) 2.00 to 1.0 as of the end
of any fiscal quarter thereafter.

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9.11 MAINTENANCE OF CORPORATE SEPARATENESS. The Obligors
will, and will cause each of their respective Subsidiaries to, satisfy
customary corporate formalities, including, without limitation, the holding of
regular board of directors' and shareholders' meetings (or the taking of
actions pursuant to written consents in lieu of such meetings) and the
maintenance of separate corporate records and accounts.

9.12 LINES OF BUSINESS; ETC. The Obligors will not, nor will
they permit any of their respective Subsidiaries to, engage to any substantial
extent in any line or lines of business activity other than the acquisition,
exploration, development, production, processing and gathering of hydrocarbons
and the marketing and sale of such hydrocarbons, other than the ownership of
the capital stock of their respective subsidiaries and the transactions
reasonably associated therewith (and in no event shall any Obligor or any of
its respective Subsidiaries engage in refining or other "downstream" activities
relating to oil products). Notwithstanding the foregoing, Thai-Tex may engage
in the business of a reinsurance captive, it being understood that Thai-Tex
shall only provide reinsurance for the Borrower, its Subsidiaries and B8/32
Partners.

9.13 TRANSACTIONS WITH AFFILIATES. Except as expressly
permitted by this Agreement, the Obligors will not, nor will they permit any of
their respective Subsidiaries to, enter into any transaction directly or
indirectly with or for the benefit of an Affiliate of the Borrower (including,
without limitation, Guarantees and assumptions of obligations of an Affiliate
of the Borrower); except that (1) any Affiliate of the Borrower who is an
individual may serve as a director, officer or employee of the Borrower or any
of its Subsidiaries and receive reasonable compensation for his or her services
in such capacity and (2) the Borrower and its Subsidiaries may enter into other
transactions (other than extensions of credit by the Borrower or any of its
Subsidiaries) with Affiliates of the Borrower providing for the leasing of
Property, the rendering or receipt of services, the purchase or sale of
inventory and other Property and other transactions in the ordinary course of
business if the monetary or business consideration arising therefrom would be
substantially as advantageous to the Borrower and its Subsidiaries as the
monetary or business consideration that would obtain in a comparable
transaction with a Person not an Affiliate of the Borrower.

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9.14 CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES.

(a) The Obligors will take such action from time to time as
shall be necessary to ensure that each Obligor maintains its percentage
ownership interest in each of the Subsidiary Guarantors as set forth on
Schedule III hereto.

(b) In the event that any additional shares of stock shall be
issued by any Subsidiary Guarantor, the Borrower agrees, and each Subsidiary
Guarantor agrees, forthwith to promptly deliver (and in any event within ten
days) to the Administrative Agent pursuant to the Pledge Agreement such shares
of stock accompanied by undated stock powers executed in blank and to
diligently take, or commence taking and diligently pursue, such other action as
the Administrative Agent shall request to perfect the security interest created
therein pursuant to the Pledge Agreement.

(c) The Obligors may only make Investments in Subsidiaries
(other than Subsidiary Guarantors) to the extent permitted by Section 9.08(g),
(j) and (k) hereof.

9.15 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS AND PRODUCTION PAYMENTS.

(a) Neither of the Obligors nor any of their respective
Subsidiaries will enter into, renew or extend any transaction or series of
related transactions pursuant to which the Borrowers or any such Subsidiary
sells or transfers any Property in connection with the leasing, or the release
against installment payments, or as part of an arrangement involving the
leasing or resale against installment payments, of such Property to the seller
or transferor ("Sale and Leaseback Transaction").

(b) The Obligors will not, nor will they permit any of their
respective Subsidiaries to, voluntarily agree or consent to enter into any
Production Payment transaction or similar agreement to which any of them are
parties without the prior consent of the Majority Lenders.

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9.16 PROJECT AGREEMENTS.

(a) Thai Romo will at all times perform and observe all of
its material obligations under or in respect of the Project Agreements, enforce
all of its material rights and claims under or in respect of such Project
Agreements and take such other actions as shall be necessary to maintain such
Project Agreements in full force and effect and to maintain, preserve and
protect its interests in the Concession Agreement, the Joint Operating
Agreement, and in the other Project Agreements.

(b) The Obligors will not, nor will they permit any of their
respective Subsidiaries to, agree or consent to any modification, supplement or
waiver of any of the provisions of any of the Project Agreements except to the
extent such modifications, supplements and waivers of the Project Agreements
could not reasonably be expected to have (individually or in the aggregate) a
Material Adverse Effect.

9.17 SUBORDINATED INDEBTEDNESS.

The Borrower will not permit any of its Subsidiaries to purchase, redeem,
retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or
other acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, any
Subordinated Indebtedness, including any Affiliate Subordinated Indebtedness,
except (subject to the subordination provisions applicable thereto) payments
permitted by Section 3.02 of the related Affiliate Subordination Agreement.

9.18 DEFAULTS UNDER GAS SALES AND CERTAIN ACTIONS OF THAI
GOVERNMENT AUTHORITIES.

(a) The Borrower will notify the Administrative Agent within
ten days of

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(i) PTT's refusal to accept delivery of gas pursuant
to Section 4.2(ii) or 5.2(ii) of the Gas Sales Agreement for
10 consecutive days;

(ii) the reimbursement by the Concessionaire (as
defined in the Gas Sales Agreement) of costs and expenses
incurred by PTT pursuant to Section 4.2(i) or 5.2(i) of the
Gas Sales Agreement in an amount in excess of $5,000,000 in
any month; or

(iii) any "default" as described in Article XV of
the Gas Sales Agreement.

(b) The Borrower will notify the Administrative Agent within
ten days of its receipt of information indicating one or more
Government Authorities of or in Thailand has, or has notified any
Obligor in writing or publicly announced its intention to, repudiate,
terminate, seize, appropriate, assume the management of, abrogate or
reduce all or any material portion of Thai Romo's interest in any of
the Project Agreements.

9.19 ADDITIONAL SUBSIDIARY GUARANTORS. The Borrower will
take such action, and will cause each of its Subsidiaries to take such action,
including without limitation the action specified below in this Section 9.19
from time to time as shall be necessary to ensure that each Subsidiary that has
interests in oil or gas reserves that the Borrower seeks to include in the
Borrowing Base is a Subsidiary Guarantor hereunder. Each Subsidiary of the
Borrower that is required to become a Subsidiary Guarantor after the date
hereof shall execute such instruments and agreements, in form and substance
reasonably satisfactory to, and as reasonably required by, the Administrative
Agent to acknowledge that such Subsidiary has all of the obligations of a
Subsidiary Guarantor pursuant to this Agreement.

9.20 SPECIAL COVENANTS WITH RESPECT TO B8/32 PARTNERS.

(a) Notwithstanding any provision of this Agreement to the
contrary, the Borrower shall not and shall not permit any Subsidiary to convey,
sell, lease, transfer, assign or otherwise dispose of any interest in B8/32
Partners.

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(b) The Borrower shall not and shall not permit any
Subsidiary to consent to B8/32 Partners conveying, selling, leasing,
transferring or otherwise disposing of any interest in any Project Agreement to
which it is a party.

(c) The Borrower shall not and shall not permit any
Subsidiary to consent to any action by B8/32 Partners which action would be
prohibited by a Subsidiary Guarantor.

9.21 MODIFICATIONS AND PAYMENTS OF SENIOR SUBORDINATED NOTES.
Without the consent of the Administrative Agent and the Required Lenders, the
Borrower will not, and will not permit any of the Subsidiary Guarantors to (a)
agree to any amendment, supplement or modification of the Senior Subordinated
Notes or any indenture pursuant to which the Senior Subordinated Notes are
issued in any manner materially adverse to the Lenders or (b) pay, prepay,
redeem, retire, purchase or otherwise acquire for value, or defease any Senior
Subordinated Notes except (subject to the subordination provisions relating
thereto) for regularly scheduled payments of principal thereof and interest
thereon on the respective dates on which such payments are required to be made;
provided that the Obligors may consummate the exchange offer contemplated by
the Registration Statement.

SECTION 10. EVENTS OF DEFAULT. If one or more of the
following events (herein called "Events of Default") shall occur and be
continuing:

(a) the Borrower shall default in the payment when due
(whether at stated maturity or upon mandatory or optional prepayment)
of: (i) any principal of any Loan; or (ii) any interest on any Loan
or any fee or any other amount payable by it hereunder or under any
other Basic Document if not paid within three Business Days of the
date that the same shall become due; or

(b) the Borrower or any of its Subsidiaries shall default in
the payment when due of any principal of or interest on any of its
other Indebtedness aggregating $1,000,000 or more, or in the payment
when due of any amount under any Interest Rate Protection Agreement or
Hedging Agreement for a notional principal amount exceeding
$1,000,000; or

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(c) Any representation or warranty made or deemed made herein
or in any other Basic Document (or in any modification or supplement
hereto or thereto) by or on behalf of any Obligor, or any certificate
furnished to any Lender or the Administrative Agent pursuant to the
provisions hereof or thereof, shall prove to have been false or
misleading as of the time made or furnished in any material respect;
or

(d) The Borrower or any Subsidiary Guarantor shall default in
the performance of any of its obligations under any of Sections
9.01(h), 9.01(i), 9.03(a), 9.05, 9.06, 9.07, 9.08, 9.09, 9.10,
9.14(b), 9.15, 9.16(b), 9.17 or 9.20 hereof; or any Obligor shall
default in the performance of its obligation under Section 9.16(a)
hereof and such default shall continue unremedied for a period of 15
or more days after notice thereof to the Borrower by the
Administrative Agent or any Lender (through the Administrative Agent);
or any Obligor shall default in the performance of any of its other
obligations in this Agreement or any other Basic Document and such
default shall continue unremedied for a period of 30 or more days
after notice thereof to the Borrower by the Administrative Agent or
any Lender (through the Administrative Agent); or

(e) Any Obligor shall admit in writing its inability to, or
be generally unable to, pay its debts as such debts become due; or

(f) Any Obligor shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian,
trustee, examiner or liquidator of itself or of all or a substantial
part of its Property, (ii) make a general assignment for the benefit
of its creditors, (iii) commence a voluntary case under the Bankruptcy
Code, (iv) file a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment
of debts, (v) fail to controvert in a timely and appropriate manner,
or acquiesce in writing to, any petition filed against it in an
involuntary case under the Bankruptcy Code, (vi) take any corporate
action for the purpose of effecting any of the foregoing or (vii) do
the equivalent of any of the foregoing under any foreign laws; or

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(g) A proceeding or case shall be commenced, without the
application or consent of any Obligor, in any court of competent
jurisdiction, seeking (i) its reorganization, liquidation,
dissolution, arrangement or winding-up, or the composition or
readjustment of its debts, (ii) the appointment of a receiver,
custodian, trustee, examiner, liquidator or the like of such Obligor
or of all or any substantial part of its Property, (iii) similar
relief in respect of such Obligor under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
adjustment of debts, and such proceeding or case shall continue
undismissed, or an order, judgment or decree approving or ordering any
of the foregoing shall be entered and continue unstayed and in effect,
for a period of 60 or more days; or an order for relief against such
Obligor shall be entered in an involuntary case under the Bankruptcy
Code or (iv) the equivalent of any of the foregoing under any foreign
laws; or

(h) A final judgment or order for the payment of money shall
be entered against any Obligor (i) which, within 90 days after the
entry thereof, has not been discharged or execution thereof has not
been stayed pending appeal or as to which any enforcement proceeding
shall have been commenced (and not stayed) by any creditor thereon and
(ii) the aggregate amount of all such final judgments or orders
meeting the criteria set forth in clause (i) above exceeds $1,000,000
(net of insurance coverage as to which the insurer has acknowledged
coverage); or

(i) An event or condition specified in Section 9.01(e) hereof
shall occur or exist with respect to any Plan or Multiemployer Plan
and, as a result of such event or condition, together with all other
such events or conditions, any Obligor or any ERISA Affiliate shall
incur a liability to a Plan, a Multiemployer Plan or the PBGC (or any
combination of the foregoing) that could reasonably be expected to
(either individually or in the aggregate) have a Material Adverse
Effect; or

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(j) All of the outstanding shares of capital stock of Thai
Romo (other than Qualifying Shares) shall cease to be owned, directly
or indirectly, by the Borrower, or any of such shares (other than
Qualifying Shares) shall be owned, directly or indirectly, by an
entity which is not incorporated or organized under the laws of a
state of the United States of America and the business of which does
not consist solely of making and holding investments in the Subsidiary
Guarantors and in other Investments permitted by Section 9.08 hereof;
or

(k) The Borrower's percentage ownership interest in RMEC and
TRH, and RMEC's and TRH's percentage ownership interests in Thai Romo
shall decrease from their respective percentage ownership interests on
the date hereof as set forth in Schedule VI hereto; or the Qualifying
Shares of Thai Romo shall at any time constitute more than 1% of the
voting and economic interests in Thai Romo; or

(l) The Liens created by the Pledge Agreements shall at any
time not constitute valid and perfected Liens on the collateral
intended to be covered thereby (to the extent perfection by filing,
registration, recordation or possession is required herein or therein)
in favor of the Lenders and the Administrative Agent, free and clear
of all other Liens (other than Liens permitted under Section 9.06
hereof or under the respective Pledge Agreements) except as a result
of any action taken by the Administrative Agent or the Lenders, or,
except for expiration in accordance with its terms, any of the Pledge
Agreements shall for whatever reason be terminated or cease to be in
full force and effect in any respects material to the Administrative
Agent and the Lenders, or the enforceability thereof shall be
contested by any Obligor; or

(m) Any Property of any Obligor is seized pursuant to legal
process and not bonded within 30 days; or

(n) There shall occur a revocation of, repeal of, termination
prior to the scheduled term of, or default under, any Project
Agreement or any Project Agreement shall cease to be in full force and
effect in any material respect; or

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(o) One or more Government Authorities of the Kingdom of
Thailand shall publicly announce its intention to or shall repudiate,
terminate, seize, appropriate, assume management of, abrogate or
reduce all or any material portion of the Concession Agreement, or the
rights, properties or interests subject thereto or take any of the
following actions that results in a Material Adverse Effect: (i)
suspending or terminating all or any material portion of the
production or exportation of hydrocarbons subject to the Concession
Agreement, (ii) subjecting Thai Romo to new or additional Taxes or
imposing currency controls that prevent Thai Romo from converting
payments to U.S. Dollars or prevent Thai Romo from transferring such
payment outside of the Kingdom of Thailand or (iii) the confiscation,
expropriation or nationalization of the Project, any Project Property,
or other assets used in the exploration or development of Block B8/32
by any Government Authority of the Kingdom of Thailand or any other
Government Authority; or

(p) The Project is abandoned or placed in a care and
maintenance basis, or a substantial part of the Project Property is
destroyed or damaged beyond repair except where such destruction or
damage would not have a Material Adverse Effect; or

(q) Thai Romo ceases to receive, for more than 30 consecutive
days, the proceeds from the sale of its hydrocarbons, net of lease or
other similar payments owed to SBM and its Affiliates, and such
failure to receive such payments results in a Material Adverse Effect.

THEREUPON: (1) in the case of an Event of Default other than one referred to
in clause (f) or (g) of this Section 10 with respect to the Borrower or any
Subsidiary Guarantor, the Administrative Agent may and, upon request of the
Majority Lenders, will, by notice to the Borrower, terminate the Commitments
and/or declare the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Borrower and the
Subsidiary Guarantors hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.05 hereof) to be forthwith due
and payable, whereupon such amounts shall be immediately due and payable
without

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presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Obligors; (2) in the case of the occurrence of
an Event of Default referred to in clause (f) or (g) of this Section 10 with
respect to the Borrower or any Subsidiary Guarantor, the principal amount then
outstanding of, and the accrued interest on, the Loans and all other amounts
payable by the Obligors hereunder and under the Notes (including, without
limitation, any amounts payable under Section 5.05 hereof) shall automatically
become immediately due and payable without presentment, demand, protest or
other formalities of any kind, all of which are hereby expressly waived by the
Obligors; and (3) in the case of the occurrence of an Event of Default caused
by the breach of the covenant described in the proviso to Section 9.01(i)
hereof, the Lenders may, in their sole discretion, make the payments as
described in such Section 9.01(i).

SECTION 11. THE ADMINISTRATIVE AGENT.

11.01 APPOINTMENT, POWERS AND IMMUNITIES.
Each Lender hereby appoints and authorizes the Administrative Agent to act as
its agent hereunder and under the other Basic Documents and any Affiliate
Subordination Agreement with such powers (including the power of execution of
such documents on behalf of the Lenders) as are specifically delegated to the
Administrative Agent by the terms of this Agreement and the other Basic
Documents and any Affiliate Subordination Agreement, together with such other
powers as are reasonably incidental thereto. The Administrative Agent (which
term as used in this sentence and in Section 11.05 and the first sentence of
Section 11.06 hereof shall include reference to its affiliates and its own and
its affiliates' officers, directors, employees and agents):

(a) shall have no duties or responsibilities except those
expressly set forth in this Agreement and in the other Basic Documents
and any Affiliate Subordination Agreement, and shall not by reason of
this Agreement or any other Basic Document be a trustee for any
Lender;

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(b) shall not be responsible to the Lenders for any recitals,
statements, representations or warranties contained in this Agreement
or in any other Basic Document or any Affiliate Subordination
Agreement, or in any certificate or other document referred to or
provided for in, or received by any of them under, this Agreement or
any other Basic Document or any Affiliate Subordination Agreement, or
for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement, any Note or any other Basic Document or
any other document referred to or provided for herein or therein or
for any failure by the Borrower or any Subsidiary Guarantor or any
other Person to perform any of its obligations hereunder thereunder;

(c) shall not be responsible for any action taken or omitted
to be taken by it hereunder or under any other Basic Document or under
any other document or instrument referred to or provided for herein or
therein or in connection herewith or therewith, except for its own
gross negligence or willful misconduct; and

(d) shall have no liability or other obligation to the
Borrower, any other Obligor or any Lender in respect of any
determination made or to be made by the Administrative Agent relating
to the method used or to be used, any assumption made or to be made or
any other matter relating to the computation of the Borrowing Base,
the Threshold Amount or any component of any thereof, other than (i)
to the extent practicable, to consult with the Lenders as to any such
determination and (ii) to make any such determination in good faith
and in a manner consistent with the express requirements of this
Agreement.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith. The Administrative Agent may
deem and treat the payee of a Note as the holder thereof for all purposes
hereof unless and until a notice of the assignment or transfer thereof shall
have been filed with the Administrative Agent, together with the consent of the
Borrower to such assignment or transfer (to the extent provided in Section
12.06(b) hereof).

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11.02 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including, without limitation, any thereof by telephone,
telecopy, telegram or cable) in good faith believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or
Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Administrative Agent. As to any
matters not expressly provided for by this Agreement or any other Basic
Document or any Affiliate Subordination Agreement, the Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
hereunder or thereunder in accordance with instructions given by the Majority
Lenders, and such instructions of the Majority Lenders and any action taken or
failure to act pursuant thereto shall be binding on all of the Lenders.

11.03 DEFAULTS. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of a Default unless the
Administrative Agent has received notice from a Lender or the Borrower or any
Subsidiary Guarantor specifying such Default and stating that such notice is a
"Notice of Default". In the event that the Administrative Agent receives such
a notice of the occurrence of a Default, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall (subject
to Section 11.07 hereof) take such action with respect to such Default as shall
be directed by the Majority Lenders, provided that, unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default as it shall deem advisable in
the best interest of the Lenders except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the
consent or upon the authorization of the Majority Lenders or all of the
Lenders.

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11.04 RIGHTS AS A LENDER. With respect to its Commitment and
the Loans made by it, Chase (and any successor acting as Administrative Agent)
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. Chase (and any successor acting as Administrative Agent)
and its affiliates may (without having to account therefor to any Lender)
accept deposits from, lend money to, make investments in and generally engage
in any kind of banking, trust or other business with the Borrower, any
Subsidiary Guarantor and their respective Subsidiaries or Affiliates as if it
were not acting as the Administrative Agent, and Chase (and any such successor)
and its affiliates may accept fees and other consideration from any such Person
for services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

11.05 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 12.03 hereof,
but without limiting the obligations of the Borrower under said Section 12.03)
ratably in accordance with the aggregate principal amount of the Loans held by
the Lenders (or, if no Loans are at the time outstanding, ratably in accordance
with their respective Commitments), for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever that may be imposed on,
incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other Basic Document or any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses that the Borrower is obligated to pay under Section 12.03
hereof but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or
of any such other documents, provided that no Lender shall be liable for any of
the foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

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11.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.
Each Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower, the Subsidiary Guarantors and their respective Subsidiaries and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or under any other Basic Document. The Administrative
Agent shall not be required to keep itself informed as to the performance or
observance by the Borrower or any Subsidiary Guarantor of this Agreement or any
of the other Basic Documents or any other document referred to or provided for
herein or therein or to inspect the Properties or books of the Borrower or the
Subsidiary Guarantors. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the other Basic Documents or any
Affiliate Subordination Agreement, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition or business of the
Borrower or the Subsidiary Guarantors (or any of their affiliates) that may
come into the possession of the Administrative Agent or any of its affiliates.

11.07 FAILURE TO ACT. Except for action expressly required
of the Administrative Agent hereunder and under the other Basic Documents and
any Affiliate Subordination Agreement, the Administrative Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from the Lenders
of their indemnification obligations under Section 11.05 hereof against any and
all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action and the Administrative Agent may consult
with counsel and the advice of counsel shall be full and complete authorization
and protection in respect of any action taken or omitted by it hereunder under
any of the other Basic Documents, any Affiliate Subordination Agreement or
under the Pledge Agreements.

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11.08 RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT.
Subject to the appointment and acceptance of a successor Administrative Agent
as provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Lenders, the Borrower and the Subsidiary Guarantors, and
the Administrative Agent may be removed at any time with or without cause by
the Majority Lenders with (unless an Event of Default has occurred or is
continuing) the approval of the Borrower. Upon any such resignation or
removal, the Majority Lenders shall have the right to appoint a successor
Administrative Agent with (unless an Event of Default has occurred and is
continuing) the approval of the Borrower (such approval not to be unreasonably
withheld). If no successor Administrative Agent shall have been so appointed
by the Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent's giving of notice of resignation or
the Majority Lenders' removal of the retiring Administrative Agent, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent with (unless an Event of Default has occurred
and is continuing) the approval of the Borrower (such approval not to be
unreasonably withheld). 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 hereunder. After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the
provisions of this Section 11 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent.

11.09 CONSENTS UNDER OTHER BASIC DOCUMENTS. Except as
otherwise provided in Section 12.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Basic Documents or any Affiliate Subordination Agreement, provided that,
without the prior consent of all of the Lenders, the Administrative Agent shall
not (except as provided herein or in the Pledge Agreements): (i) release any
collateral or otherwise terminate any Lien under any Basic Document providing
for collateral security, or agree to additional obligations being secured by
such

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collateral security (unless the Lien for such additional obligations shall be
junior to the Lien in favor of the other obligations secured by such Basic
Document), except that no such consent shall be required, and the
Administrative Agent is hereby authorized, to release any Lien covering
Property that is the subject of a disposition of Property permitted hereunder
or to which the Majority Lenders have consented, (ii) release any Obligor from
its obligations under any of the Basic Documents to which it is a party and
(iii) release any Subsidiary Guarantor from its obligations under Section 6
hereof.

SECTION 12. MISCELLANEOUS.

12.01 WAIVER. No failure on the part of the Administrative
Agent or any Lender to exercise and no delay in exercising, and no course of
dealing with respect to, any right, power or privilege under this Agreement or
any Note shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under this Agreement or any Note
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

12.02 NOTICES. All notices, requests and other
communications provided for herein and under the Pledge Agreements (including,
without limitation, any modifications of, or waivers, requests or consents
under, this Agreement) shall be given or made in writing (including, without
limitation, by telecopy) delivered to the intended recipient at the "Address
for Notices" specified below its name on the signature pages hereof); or, as to
any party, at such other address as shall be designated by such party in a
notice to each other party. Except as otherwise provided in this Agreement,
all such communications shall be deemed to have been duly given when
transmitted by telecopier or personally delivered or, in the case of a mailed
notice, upon receipt, in each case given or addressed as aforesaid.

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12.03 EXPENSES, ETC. The Borrower agrees to pay or
reimburse each of the Lenders and the Administrative Agent for (without
duplication): (a) all reasonable out-of-pocket costs and expenses of the
Administrative Agent (including, without limitation, following presentation of
a reasonably detailed invoice therefor, the reasonable fees and expenses of
Milbank, Tweed, Hadley & McCloy and/or Freshfields, special New York counsel to
Chase, and the Law Office of Paiboon Sutuntivorakoon Ltd., special Thai counsel
to Chase, in connection with (i) the negotiation, preparation, execution and
delivery of this Agreement and the other Basic Documents and the making and
syndication of the Loans hereunder and related matters and (ii) the negotiation
or preparation of any modification, supplement or waiver of any of the terms of
this Agreement or any of the other Basic Documents or any Affiliate
Subordination Agreement (whether or not consummated); (b) all reasonable
out-of-pocket costs and expenses of the Lenders and the Administrative Agent
(including, without limitation, the reasonable fees and expenses of legal
counsel) in connection with (i) any Event of Default and any enforcement or
collection proceedings resulting therefrom, including, without limitation, all
manner of participation in or other involvement with (x) bankruptcy,
insolvency, receivership, foreclosure, winding up or liquidation proceedings,
(y) judicial or regulatory proceedings and (z) workout, restructuring or other
negotiations or proceedings (whether or not the workout, restructuring or
transaction contemplated thereby is consummated) and (ii) the enforcement of
this Section 12.03; and (c) without duplication of any amounts payable by the
Borrower under Section 5.06 hereof, all transfer, stamp, documentary or other
similar taxes, assessments or charges levied by any governmental or revenue
authority in respect of this Agreement or any of the other Basic Documents or
any other document referred to herein or therein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording, or perfection of any security interest contemplated by
the Basic Documents or any document referred to therein.

The Borrower hereby agrees to indemnify the Administrative
Agent and each Lender and their respective directors, officers, employees,
attorneys and agents from, and hold each of them harmless against, any and all
losses, liabilities, claims, damages or expenses incurred by any of them
(including, without limitation, any and all losses, liabilities, claims,
damages or expenses incurred by the Administrative Agent to any Lender),
whether or not the

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Administrative Agent or any Lender is a party thereto arising out of or by
reason of any investigation or litigation or other proceedings (including any
threatened investigation or litigation or other proceedings) relating to the
Loans hereunder or any of the other transactions contemplated hereby or any
actual or proposed use by the Borrower or any of its Subsidiaries of the
proceeds of the Loans hereunder, including, without limitation, the reasonable
fees and disbursements of counsel incurred in connection with any such
investigation or litigation or other proceedings (but excluding any such
losses, liabilities, claims, damages or expenses incurred by reason of the
gross negligence or willful misconduct (or the failure of a Lender to make a
Loan hereunder when required pursuant to the terms hereof) of the Person to be
indemnified). Without limiting the generality of the foregoing, the Borrower
will indemnify the Administrative Agent and each Lender from, and hold the
Administrative Agent and each Lender harmless against, any losses, liabilities,
claims, damages or expenses described in the preceding sentence (but excluding,
as provided in the preceding sentence, any loss, liability, claim, damage or
expense incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified) arising under any Law as a result of the past,
present or future operations of the Borrower or any of its Subsidiaries (or any
predecessor in interest to the Borrower or any of its Subsidiaries), or the
past, present or future condition of any site or facility owned, operated or
leased at any time by the Borrower or any of its Subsidiaries (or any such
predecessor in interest), including any such losses, liabilities, claims,
damages or expenses that shall occur during any period when the Administrative
Agent or any Lender shall be in possession of any such site or facility
following the exercise by the Administrative Agent or any Lender of any of its
rights and remedies hereunder to the extent that such losses, liabilities,
claims, damages or expenses are caused by the Administrative Agent or the
Lenders (but not if such losses, liabilities, claims, damages or expenses are
caused by the gross negligence or willful misconduct of the Administrative
Agent or the Lenders).

12.04 AMENDMENTS, ETC. Except as otherwise expressly
provided in this Agreement, any provision of this Agreement may be modified or
supplemented only by an instrument in writing signed by the Borrower, the
Subsidiary Guarantors, the Administrative Agent and the Majority Lenders, or by
the Borrower, the Subsidiary Guarantors and the Administrative Agent acting
with the consent of the Majority Lenders, and any provision of this Agreement

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may be waived by the Majority Lenders or by the Administrative Agent acting
with the consent of the Majority Lenders; provided that: (a) no modification,
supplement or waiver shall, unless by an instrument signed by all of the
Lenders or by the Administrative Agent acting with the consent of all of the
Lenders: (i) increase, or extend the term of the Commitments, or extend the
time or waive any requirement for the reduction or termination of the
Commitments, (ii) extend the date fixed for the payment of principal of or
interest on any Loan or any fee hereunder, (iii) reduce or forgive the amount
of any such payment of principal, (iv) reduce the rate at which interest is
payable thereon or any fee is payable hereunder, (v) alter the rights or
obligations of the Borrower to prepay Loans, (vi) alter the terms of this
Section 12.04, (vii) modify the definition of the term "Majority Lenders" or
"Required Lenders" or modify in any other manner the number or percentage of
the Lenders required to make any determinations or waive any rights hereunder
or to modify any provision hereof, (viii) alter the manner in which payments or
prepayments of principal, interest or other amounts hereunder shall be applied
as between the Lenders of Types of Loans, (ix) waive any of the conditions
precedent set forth in Section 7 hereof or (x) redetermine or otherwise change
the Borrowing Base or Threshold Amount; (b) any modification or supplement of
Section 11 hereof shall require the consent of the Administrative Agent; (c)
any modification or supplement of Section 6 hereof shall require the consent of
the Subsidiary Guarantors; (d) any waiver of any provision of this Agreement
that adversely affects the Borrower shall require the consent of the Borrower;
(e) any modification to Section 1.04 or the defined terms used therein shall
require the consent of the Required Lenders; and (f) any release of any Obligor
from its obligations under any Basic Document or any release of collateral
shall require the consent of all the Lenders to the extent set forth in Section
11.09 hereof.

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12.05 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

12.06 ASSIGNMENTS AND PARTICIPATIONS.

(a) Neither the Borrower nor either Subsidiary Guarantor may
assign any of its rights or obligations hereunder or under the Notes without
the prior consent of all of the Lenders and the Administrative Agent.

(b) Each Lender may (and each Lender shall, if requested
pursuant to Section 5.07 hereof) assign any of its Loans and its Note, with the
consent, so long as no Event of Default shall have occurred and be continuing,
of the Borrower (such consent not to be unreasonably withheld or delayed);
provided that

(i) no such consent by the Borrower shall be required in the
case of any assignment to another Lender;

(ii) except to the extent the Administrative Agent and the
Borrower shall otherwise consent, any such partial assignment (other
than to another Lender) shall be in an amount at least equal to
$5,000,000;

(iii) each such assignment by a Lender of its Loans or Note
shall be made in such manner so that the same portion of its Loans and
Commitments is assigned to the respective assignee; and

(iv) upon each such assignment, the assignor and assignee
shall deliver to the Borrower and the Administrative Agent an
Assignment and Acceptance in the form of Exhibit F hereto.

Upon execution and delivery by the assignor and the assignee to and the
Administrative Agent of such Assignment and Acceptance, and upon consent
thereto by the Administrative Agent and the Borrower to the extent required
above, the assignee shall have, to the extent of such assignment (unless
otherwise consented to by the Administrative Agent and the Borrower), the
obligations, rights and benefits of a Lender hereunder holding the Loans (or
portions thereof) assigned to it and specified in such Assignment and
Acceptance (in addition to the Loans, if any, theretofore held by such
assignee). Unless otherwise agreed by the Administrative Agent, upon each such
assignment the assigning Lender shall pay the Administrative Agent an
assignment fee of $3,000.
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(c) A Lender may sell or agree to sell to one or more other
Persons a participation in all or any part of any Loans held by it (such
purchaser of a participation a "Participant"), but, except as otherwise
provided in Section 4.07(c) hereof, a Participant shall not have any other
rights or benefits under this Agreement or any Note or any other Basic Document
and any Affiliate Subordination Agreement (the Participant's rights against
such Lender in respect of such participation to be those set forth in the
agreements executed by such Lender in favor of the Participant). All amounts
payable by the Borrower to any Lender under Section 5 hereof and Section 12.03
hereof in respect of Loans held by it, and its Commitments shall be determined
as if such Lender had not sold or agreed to sell any participations in such
Loans and Commitments, and as if such Lender were funding each of such Loan in
the same way that it is funding the portion of such Loan and Commitment in
which no participations have been sold. In no event shall a Lender that sells
a participation agree with the Participant to take or refrain from taking any
action hereunder or under any other Basic Document and any Affiliate
Subordination Agreement except that such Lender may agree with the Participant
that it will not, without the consent of the Participant, agree to (i) extend
the date fixed for the payment of principal of or interest on the related Loan
or Loans or any portion of any fee hereunder payable to the Participant, (ii)
reduce the amount of any such payment of principal, (iii) reduce the rate at
which interest is payable thereon, or any fee hereunder payable to the
Participant, to a level below the rate at which the Participant is entitled to
receive such interest or fee, (iv) alter the rights or obligations of the
Borrower to prepay the related Loans or (v) consent to any modification,
supplement or waiver hereof or of any of the other Basic Documents to the
extent that the same, under Section 11.09 or 12.04 hereof, requires the consent
of each Lender.

(d) In addition to the assignments and participations
permitted under the foregoing provisions of this Section 12.06, any Lender may
(without notice to or the consent of the Borrower, the Administrative Agent or
any other Lender and without payment of any fee) (i) assign and pledge all or
any portion of its Loan and its Note to any Federal Reserve Bank as collateral
security pursuant to Regulation A and any Operating Circular issued by such
Federal Reserve Bank and (ii) assign all or any portion of its rights under
this Agreement and its Loan and its Note to an affiliate. No such assignment
shall release the assigning Lender from its obligations hereunder.

Credit Agreement

<PAGE> 115
-108-

(e) A Lender may furnish any information concerning the
Borrower, the Subsidiary Guarantors or any of their respective Subsidiaries in
the possession of such Lender from time to time to assignees and participants
(including prospective assignees and participants), subject, however, to the
provisions of Section 12.12 hereof.

(f) Anything in this Section 12.06 to the contrary
notwithstanding, no Lender may assign or participate any interest in any Loan
held by it hereunder to the Borrower or any Subsidiary Guarantor or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.

12.07 SURVIVAL. The obligations of the Borrower under
Sections 5.01, 5.05, 5.06 and 12.03 hereof and the obligations of the
Subsidiary Guarantors under Section 6.03 hereof, and the obligations of the
Lenders under Sections 11.05 and 12.12 hereof, shall survive the repayment of
the Loans and the termination of the Commitments and, in the case of any Lender
that may assign any interest in its Commitments or Loans hereunder, shall
survive the making of such assignment, notwithstanding that such assigning
Lender may cease to be a "Lender" hereunder. In addition, each representation
and warranty made, or deemed to be made by a notice of any Loan, herein or
pursuant hereto shall survive the making of such representation and warranty,
and no Lender shall be deemed to have waived, by reason of making any Loan, any
Default that may arise by reason of such representation or warranty proving to
have been false or misleading, notwithstanding that such Lender or the
Administrative Agent may have had notice or knowledge or reason to believe that
such representation or warranty was false or misleading at the time such Loan
was made.

12.08 CAPTIONS. The table of contents and captions and
section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

12.09 COUNTERPARTS. This Agreement may be executed in any
number of counterparts, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.

Credit Agreement

<PAGE> 116
-109-

12.10 GOVERNING LAW; SUBMISSION TO JURISDICTION. (a) This
Agreement and the Notes shall be governed by, and construed in accordance with,
the law of the State of New York. The Borrower and the Subsidiary Guarantors
hereby submit to the nonexclusive jurisdiction of the United States District
Court for the Southern District of New York and of the Supreme Court of the
State of New York sitting in New York County (including its Appellate
Division), and of any other appellate court in the State of New York, for the
purposes of all legal proceedings arising out of or relating to this Agreement
or the other Basic Documents or the transactions contemplated hereby or
thereby. Each of the Borrower and the Subsidiary Guarantors hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.

Each Obligor agrees that final judgment in any such suit,
action or proceeding brought in such court shall be conclusive and binding upon
such Obligor and may be enforced in any court to the jurisdiction of which such
Obligor is subject by a suit upon such judgment, provided that service of
process is effected upon such Obligor in the manner provided in this Section
12.10.

(b) Each Obligor hereby agrees that service of all writs,
process and summonses in any such suit, action or proceeding brought in the
State of New York may be made upon it by service upon CT Corporation System,
presently having an office at 1633 Broadway, New York, New York 10019, U.S.A.
(each of such agents for service of process as appropriate, being referred to
herein as the "Process Agent"), and each Obligor hereby irrevocably appoints
the Process Agent its true and lawful agent and attorney-in-fact in its name,
place and stead to accept such service of any and all such writs, process and
summonses and agrees that the failure of the Process Agent to give any notice
of any such service of process to any such Obligor shall not impair or affect
the validity of such service or of any judgment based thereon. If for any
reason CT Corporation System ceases to act, or to be able to act, as a Process
Agent, as contemplated hereby, each Obligor (including Thai Romo) will appoint
a substitute therefor and agrees to maintain at all times an agent for service
of process in the United States of America to act as its process agent. Each
Obligor (including Thai Romo) irrevocably consents to the service of process in
any suit, action or proceeding in said courts by the mailing thereof by the
Administrative Agent or any Lender or any holder of any Note by registered or
certified mail, postage prepaid, to such Obligor at the address given below its
name on the signature pages hereto.

Credit Agreement

<PAGE> 117
-110-

(c) Nothing herein shall in any way be deemed to limit the
ability of the Administrative Agent or any Lender to serve any such writs,
process or summonses in any other manner permitted by applicable law or to
obtain jurisdiction over the Obligors in such other jurisdictions, and in such
manner, as may be permitted by applicable law.

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

12.11 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, EACH
SUBSIDIARY GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES, THE OTHER BASIC DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

12.12 TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.
Each Lender and the Administrative Agent agrees (on behalf of itself and each
of its affiliates, directors, officers, employees and representatives) with
each of the Obligors to use its best efforts to keep confidential and not to
disclose any non-public information supplied to it by any of the Obligors
pursuant to this Agreement or any of the other Basic Documents that is
identified by any of the Obligors as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing
herein shall limit the disclosure of any such information (i) to the extent
required by statute, rule, regulation or judicial process, (ii) to counsel for
any of the Lenders or the Administrative Agent, (iii) to bank examiners,
auditors or accountants, (iv) to the Administrative Agent or any other Lender
(or to Chase Securities Inc., Chase Investment Bank, Ltd., and Chase Manhattan
Asia Limited), (v) in connection with any litigation relating to any of the
Basic Documents or any Affiliate Subordination Agreement or the transactions
contemplated thereby to which any one or more of the Lenders or the
Administrative Agent is a party, (vi) to a subsidiary or affiliate of such
Lender in connection with the administration, management or booking of any
Loans or (vii) to any assignee or participant (or prospective assignee or
participant) so long as such assignee or participant (or prospective assignee
or participant) first executes and

Credit Agreement

<PAGE> 118
-111-

delivers to the respective Lender a Confidentiality Agreement substantially in
the form of Exhibit E hereto. The obligations of each Lender under this
Section 12.12 shall supersede and replace the obligations of such Lender under
any confidentiality letter in respect of this financing signed and delivered by
such Lender to any of the Obligors prior to the date hereof; in addition, the
obligations of any assignee that has executed a Confidentiality Agreement in
the form of Exhibit E hereto shall be superseded by this Section 12.12 upon the
date upon which such assignee becomes a Lender hereunder pursuant to Section
12.06(b) hereof.

12.13 APPOINTMENT OF THE BORROWER AS AGENT. Each Subsidiary
Guarantor hereby irrevocably appoints the Borrower as its agent for the purpose
of giving and receiving any and all notices and other communications provided
for herein to be given by or to it hereunder. By its signature below, the
Borrower hereby accepts such appointment.

12.14 JOINT AND SEVERAL LIABILITY.

(a) All monetary obligations of the Subsidiary Guarantors
hereunder and under the other Basic Documents to which the Subsidiary
Guarantors are parties shall be their joint and several obligations.

(b) Each Subsidiary Guarantor hereby agrees that until the
payment and satisfaction in full of all monetary obligations hereunder and the
expiration or termination of the Commitments it shall not exercise any right or
remedy against any other Subsidiary Guarantor arising by reason of any
performance by it of its joint and several obligations hereunder, whether by
subrogation or otherwise.

12.15 JUDGMENT CURRENCY. If, under any applicable law and
whether pursuant to a judgment being made or registered against any Obligor or
for any other reason, any payment under or in connection with this Agreement is
made or fails to be satisfied in a currency (the "Other Currency") other than
that in which the relevant payment is due (the "Required Currency") then, to
the extent of the payment (when converted into the Required Currency at the
rate of exchange on the date of payment, or, if it is not practicable for the
party entitled thereto (the "Payee") to purchase the Required Currency with the
Other Currency on the date of payment, at the rate of exchange as soon
thereafter as it is practicable for it to do so) actually received by the Payee
falls short of the amount due under the terms of this Agreement, such Obligor
shall, to the extent permitted by law, as a separate and independent
obligation, indemnify and hold harmless the Payee against the amount of

Credit Agreement

<PAGE> 119
-112-

such shortfall. For the purpose of this Section, "rate of exchange" means the
rate at which the Payee is able on the relevant date to purchase the Required
Currency with the Other Currency and shall take into account any premium and
other costs of exchange.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Credit Agreement

<PAGE> 120
-113-

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

BORROWER

RUTHERFORD-MORAN OIL CORPORATION

By
---------------------------------
Title: Chief Financial Officer

Address for Notices:

Rutherford-Moran Oil Corporation
5 Greenway Plaza, Suite 220
Houston, Texas 77046

Attention: Chief Financial Officer
Telecopier No.: 713-621-7072
Telephone No.: 713-622-5555

Credit Agreement

<PAGE> 121
-114-

SUBSIDIARY GUARANTORS

RUTHERFORD-MORAN EXPLORATION
COMPANY

By
------------------------------------
Title: Treasurer

Address for Notices:

Rutherford-Moran Exploration Company
5 Greenway Plaza, Suite 220
Houston, Texas 77046

Attention: Chief Financial Officer
Telecopier No.: 713-621-7072
Telephone No.: 713-622-5555

THAI ROMO HOLDINGS, INC

By
------------------------------------
Title: Treasurer

Address for Notices:

Thai Romo Holdings, Inc.
5 Greenway Plaza, Suite 220
Houston, Texas 77046

Attention: Chief Financial Officer
Telecopier No.: 713-621-7072
Telephone No.: 713-622-5555

Credit Agreement

<PAGE> 122
-115-

THAI ROMO LIMITED

By
------------------------------------
Title: Managing Director

Address for Notices:

Thai Romo Limited
5 Greenway Plaza, Suite 220
Houston, Texas 77046

Attention: Chief Financial Officer
Telecopier No.: 713-621-7072
Telephone No.: 713-622-5555

Credit Agreement

<PAGE> 123
-116-

LENDERS

Commitment THE CHASE MANHATTAN BANK
- ------------
$200,000,000

By
------------------------------------
Title:

Lending Office for all Loans:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

Address for Notices:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

Attention: Richard Betz, Managing Director
Telecopier No.: 212-270-6971
Telephone No.: 212-270-2519

with copies to:

Chase Securities Inc.
600 Travis Street
20th Floor
Houston, TX 77002-8086

Attention: Russell Johnson
Telecopier No.: 713-216-4295
Telephone No.: 713-216-4295

Credit Agreement

<PAGE> 124
-117-

Administrative Agent

THE CHASE MANHATTAN BANK,
as Administrative Agent

By
------------------------------------
Title:

Address for Notices to
Chase as Administrative Agent:

Administrative Agent Bank Services Group
One Chase Manhattan Plaza
8th Floor
New York, New York 10081

Attention: Joselin Fernandes
Telecopier No.: 212-552-5777
Telephone No.: 212-552-7414

with copies to:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

Attention: Richard Betz
Telecopier No.: 212-270-2519
Telephone No.: 212-270-6971

and

Chase Securities Inc.
600 Travis Street
20th Floor
Houston, TX 77002-8086

Attention: Russell Johnson
Telecopier No.: 713-216-4295
Telephone No.: 713-216-4295

Credit Agreement

<PAGE> 125
SCHEDULE I

Material Agreements, Liens and Interest Rate
and Commodity Hedging Arrangements

Part A - Material Agreements

Project Agreements

Guaranty made by RMEC (formerly known as "Rutherford/Moran Oil Corporation")
dated as of October 25, 1996 to Petroleum Authority of Thailand in connection
with the Gas Sales Agreement.

Guaranty made by RMEC (formerly known as "Rutherford/Moran Oil Corporation")
dated as of August 22, 1991 to Thaipo in connection with the Joint Operating
Agreements dated as of August 1, 1991 between Maersk, Thai Romo, Thaipo, and
Sophonpanish.

Guaranty and Indemnity made by Thai Romo to SBM Marine Service Thailand Ltd.
dated February 9, 1996 in connection with the Operating Agreement whereby Thai
Romo guarantees 46.34146% of the Guaranteed Obligations defined therein.

Guaranty and Indemnity made by Thai Romo to Tantawan Production B.V. dated
February 9, 1996 in connection with the Bareboat Charter whereby Thai Romo
guarantees 46.34148% of the Guaranteed Obligations defined therein.

First Amendment to the Gas Sale Agreement between Petroleum Authority of
Thailand and B8/32 Partners Limited, Thaipo Limited, Thai Romo Limited, Palang
Sophon Limited, dated November 12, 1997.

Schedule I
<PAGE> 126
SCHEDULE II

Compliance with Laws

[Section 8.13]

Schedule II
<PAGE> 127
SCHEDULE III

Subsidiaries and Investments

The Borrower

As of August 30, 1998, the Borrower has $533,234 in the Fidelity 657 Money
Market with Fidelity Investment.

The Borrower is the parent company of RMEC, owns 1,000 shares of common stock,
$1.00 par value, of RMEC and has made loans to RMEC at July 31, 1998 in the
aggregate amount of $134,306,300.

The Borrower is the parent company of TRH and owns 1,000 shares of common
stock, $1.00 par value, of TRH.

The Borrower has made loans to TRH at July 31, 1998 in the aggregate amount of
$118,757,460.

RMEC

RMEC owns approximately 57.5% of the issued and outstanding shares of common
stock of Thai Romo and has made loans to Thai Romo at July 31, 1998 in the
aggregate amount of $1,092,563.

TRH

TRH owns approximately 42.5% of the issued and outstanding shares of common
stock of Thai Romo.

Note: RMOC invested $250,000 in a wholly-owned subsidiary, Thai-Tex
Insurance Co., Inc.

Schedule III

<PAGE> 128
SCHEDULE IV

Litigation

[Section 8.03]

None.

Schedule IV
<PAGE> 129
SCHEDULE V

Taxes

[Section 8.09]

None.

SCHEDULE V
<PAGE> 130
SCHEDULE VI

Capitalization

[Section 8.14]

<TABLE>
<CAPTION>
HOLDER NUMBER OF SHARES
------ ----------------
<S> <C>

Thai Romo

1. Rutherford-Moran Oil Corporation 612,608 shares
2. Thai Romo Holdings, Inc. 452,704 shares
3. PRR Thai, Inc. 1 share
4. Thai PRR L.P. 1 share
5. JAM Thai, Inc. 1 share
6. Thai JAM L.P. 1 share
7. MDM Thai, Inc. 1 share

B8/32 Partners

1. Pogo Producing Company Limited 50,974 shares
2. Mr. Paul Gerrit Van Wagenen 1 share
3. Mr. Radford Phillip Laney 1 share
4. Thai Romo Holdings, Inc. 50,974 shares
5. Mr. Patrick Richard Rutherford 1 share
6. Mr. Michael Douglas McCoy 1 share
7. Palang Sophon Limited 8,048 shares
</TABLE>

Schedule VI
<PAGE> 131
SCHEDULE VII

Project Agreements

Bareboat Charter
Concession Agreement
Gas Sales Agreement
Joint Operating Agreement
Operating Agreement
Tantawan Joint Operating Agreement

SCHEDULE VII

<PAGE> 1
EXHIBIT 99.2

================================================================================

WARRANT AGREEMENT

between

RUTHERFORD-MORAN OIL CORPORATION

and

THE CHASE MANHATTAN BANK

Dated as of September 28, 1998

================================================================================
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
SECTION 1. Definitions, Accounting Terms and Determinations............................. . . . . . . . . . . . . . . . 2

1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.02 Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 2. Purchase and Sale of Warrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.01. Authorization and Issuance of Warrant Stock and Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

2.02 Issuance of the Warrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

2.03 Purchase for Investor's Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

2.04 Securities Act Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

2.05 Exercise of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

2.06 Cancellation of Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 3. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.01 Existence; Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

3.02 No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.03 Corporate Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.04 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

3.05 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

3.06 Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

3.07 Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
3.08 Private Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

3.09 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

3.10 SEC Documents; Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 4. Restrictions on Transferability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.01 Transfers Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.02 Transfers of Restricted Securities Pursuant to Registration Statements, Rule 144 and Rule 144A . . . . . . . . 15

4.03 Notice of Certain Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.04 Restrictive Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

4.05 Termination of Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 5. Dispositions of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

5.01 Disposition of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

5.02 Transfer Restriction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

5.03 Repurchase of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

5.04 Transfer and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 6. Adjustment of Stock Unit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

6.01 Stock Dividends, Subdivisions and Combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

6.02 Issuance of Additional Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

6.03 Issuance of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

6.04 Issuance of Convertible Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

6.05 Superseding Adjustment of Stock Unit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

6.06 Other Provisions Applicable to Adjustments Under this Section 6 . . . . . . . . . . . . . . . . . . . . . . . . 23
</TABLE>

Page II
<PAGE> 4
<TABLE>
<S> <C>
6.07 Merger, Consolidation or Disposition of Asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

6.08 Distributions upon Declaration of Dividend or Other Distribution . . . . . . . . . . . . . . . . . . . . . . . 25

6.09 Dilution in Case of Other Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

6.10 Notice of Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

6.11 Notice of Certain Corporate Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 7. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

7.01 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

7.02 Proration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

7.03 Registration Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

7.04 Holdback on Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.05 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.06 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

7.07 Option to Purchase Registrable Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

7.08 No Other Registration Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 8. Holders' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

8.01 Delivery Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

8.02 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

8.03 Replacement of Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

8.04 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 9. Other Covenants of Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

9.01 Financial Statements, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
</TABLE>

Page III
<PAGE> 5
<TABLE>
<S> <C>
9.02 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

9.03 Restrictions on Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

9.04 Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

9.05 Reservation and Authorization of Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 10. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

10.01 Office of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

10.02 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

10.03 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

10.04 Expenses, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

10.05 Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

10.06 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

10.07 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

10.08 Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

10.09 Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

10.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

10.11 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

10.12 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

10.13 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>

ANNEX 1 - FORM OF WARRANT
ANNEX 2 - FORM OF ASSIGNMENT

Page IV
<PAGE> 6

WARRANT AGREEMENT dated as of September 28, 1998 between
RUTHERFORD-MORAN OIL CORPORATION, a company duly organized and validly existing
under the laws of the State of Delaware (the "Issuer") and The Chase Manhattan
Bank, a New York State banking corporation (the "Investor").

WHEREAS, the Issuer, the Subsidiary Guarantors listed on the signature
pages thereof and The Chase Manhattan Bank (the "Lender") are parties to a
Second Amended and Restated Loan Agreement dated as of September 28, 1998 (as
originally executed, the "Loan Agreement"; references to the Loan Agreement
herein shall apply whether or not the Loan Agreement is then in force and
without regard to amendments thereto unless such amendments thereto have been
consented to by the Investor), providing, subject to the terms and conditions
thereof, for rendering loans to the Issuer in principal amount up to
$200,000,000 to be made by the Lender to the Issuer.

WHEREAS, the Issuer has agreed that if it has not signed a Purchase
and Sale Agreement (as defined below) prior to October 31, 1998, the Investor
will be entitled to receive (on the terms and conditions set forth in the
Escrow Agreement) Warrants (as defined below), to purchase 256,140 of the
shares of Common Stock (as defined below) of the Issuer (the Common Stock or
any security, cash or other property as shall result from the adjustments
specified in Section 6 issuable on exercise of the Warrants being referred to
herein as the "Stock Units"), at an initial exercise price of $.01 per share,
with each Warrant entitling the holder thereof to purchase one Stock Unit, and
if the Issuer has not satisfied the Purchase and Sale Conditions by November
30, 1998 or December 31, 1998, the Investor shall receive Warrants to purchase
768,420 Stock Units and 1,280,700 Stock Units, respectively, with an initial
exercise price of $.01 per share; and

WHEREAS, the Issuer has agreed that in consideration of entering into
the Loan Agreement, the Investor shall receive Warrants to purchase 256,140
Stock Units with an initial exercise price of $.01 per share.

NOW THEREFORE, in consideration of the premises and the mutual
agreements set forth therein the parties hereto agree as follows:

<PAGE> 7
2

SECTION 1. Definitions, Accounting Terms and Determinations.

1.01 Definitions.

(a) As used herein, the following terms shall have the following
meanings (all terms defined in this Section 1 or in other provisions of this
Agreement in the singular to have the same meanings when used in the plural and
vice versa):

"Additional Common Stock" shall mean all shares of Common
Stock issued or sold by the Issuer on or after the date hereof.

"Affiliate" means, as to any Person, any Subsidiary of such
Person and any other Person which, directly or indirectly, controls, is
controlled by or is under common control with such Person. For the purposes of
this definition, "control" means the possession of the power to direct or cause
the direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. Notwithstanding the
foregoing, (i) no individual shall be an Affiliate of any Person solely by
reason of his or her being a director, officer or employee of such Person and
(ii) none of the Issuer and the Wholly Owned Subsidiaries of the Issuer shall
be Affiliates of each other.

"Bank Holding Company Affiliate" shall mean, with respect of
any Holder subject to the provisions of Regulation Y, (i) if such Holder is a
bank holding company, any company controlled by such bank holding company or
(ii) the bank holding company that controls such Holder and any other Person
controlled by such bank holding company.

"Board" shall mean the Board of Directors (or any duly
authorized committee thereof) of the Issuer.

"Business Day" shall mean any day that is not a Saturday,
Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed.

"Closing Date" shall mean the date of this Agreement.

<PAGE> 8
3

"Commission" shall mean the Securities and Exchange Commission
or any other similar or successor agency of the Federal government
administering the Securities Act and/or the Exchange Act.

"Common Stock" shall mean the Common Stock of the Issuer, par
value $0.01 per share, or any other common stock or other securities receivable
thereon, or into which the Common Stock is convertible or exchangeable, as a
result of any recapitalization, reclassification, merger or consolidation of,
or deposition of assets by, the Issuer.

"Convertible Securities" shall mean evidences of indebtedness,
interests or other securities or rights which are exchangeable for or
exercisable or convertible into shares of Common Stock either immediately or
upon the arrival of a specified date or the occurrence of a specified event.

"Convertible Security Value" shall mean the fair market value
of a Convertible Security on the date of issuance, reasonably determined in
good faith by the Board, less the proceeds received by the Issuer for such
conversion or exchange.

"Current Market Price", per share of Common Stock, for the
purposes of any provision hereof or of a Warrant at the date herein or therein
specified, shall be deemed to be (a) with respect to any Additional Common
Stock issued (or to be issued) in a public offering (other than a public
offering effected as a part of a merger or other acquisition transaction by the
Issuer, in which case paragraph (b) below shall apply), the offering price of
such shares of Additional Common Stock (less any customary underwriting
discounts or commissions) and (b) otherwise, the average of the daily market
prices for each day during the 15 consecutive trading days immediately
preceding such date as of which such a price can be established in the manner
set forth in the next sentence. The market price for each such trading day
shall be the last sale price on such day as reported in the Consolidated Last
Sale Reporting System or as quoted in the National Association of Securities
Dealers Automated Quotation System, or if such last sale price is not
available, the average of the closing bid and asked prices as reported in
either such system. Notwithstanding the foregoing, the "Current Market Price"
per share of Common Stock for shares to be issued in connection with an
acquisition of assets or stock, a tender or exchange offer, a merger or other
business combination shall be deemed to be the price per share as determined in
such acquisition, tender or exchange offer, merger or other business
combination agreement.

<PAGE> 9
4

"Current Warrant Price", for the purpose of any provision
hereof or of a Warrant at the date herein or therein specified, shall mean the
amount per share of Common Stock equal to the quotient resulting from dividing
the Exercise Price per Stock Unit in effect on such date by the number of
shares (including any fractional share) of Common Stock comprising a Stock Unit
on such date.

"Demand Notice" shall have the meaning assigned to such term
in Section 7.01 hereof.

"Demand Registration" shall have the meaning assigned to such
term in Section 7.01 hereof.

"Equity Securities" means Voting Securities, Convertible
Securities and Rights to Purchase Voting Securities.

"Escrow Agent" shall mean Chase Bank of Texas, National
Association as Escrow Agent under the Escrow Agreement.

"Escrow Agreement" shall mean the Escrow Agreement dated the
date hereof among the Issuer, the Investor and the Escrow Agent.

"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar Federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.

"Exercise Price" shall have the meaning assigned to such term
in the form of Warrant attached as Annex 1 hereto.

"Existing Warrant Agreement" shall have the meaning assigned
to such term in Section 3.07(a) hereof.

"Expiration Date" shall have the meaning assigned to such term
in form of the Warrant attached as Annex 1 hereto.

"GAAP" shall mean generally accepted accounting principles,
consistently applied throughout the specified period.

<PAGE> 10
5

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

"Holder" shall mean any Person who acquires Warrants or
Warrant Stock pursuant to the provisions of this Agreement, including any
transferees of Warrants or Warrant Stock and, prior to the issuance of the
Warrants shall mean the Investors; provided, however, that a holder of Warrant
Stock purchased pursuant to an effective registration statement or pursuant to
Rule 144 shall not be deemed a Holder.

"include" and "including" shall be construed as if followed by
the phrase "without being limited to".

"Independent Appraiser" shall mean an appraiser which is a
recognized independent expert (including any Investment Banking Firm)
experienced in valuing businesses similar or related to the principal business
of the Issuer and its Subsidiaries.

"Investment Banking Firm" shall mean a nationally recognized
investment banking firm.

"Investor" shall have the meaning assigned to such term in the
preamble of this Agreement.

"Issuer" shall have the meaning assigned to such term in the
preamble of this Agreement.

"Lien" shall mean, with respect to any asset, any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind in respect
of such asset. For the purposes of this Agreement, a Person shall be deemed to
own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

<PAGE> 11
6

"Loan Agreement" shall have the meaning assigned to such term
in the recitals of this Agreement.

"Majority Warrant Stock Holders" shall mean the Holders of a
majority of the Warrant Stock issued or issuable upon exercise of the Warrants.
For purposes of giving notices, waivers and consents hereunder, Holders of
Warrants shall be deemed holders of the Warrant Stock issued on exercise
thereof.

"NASDAQ" shall mean the National Association of Securities
Dealers automated quotation system.

"on a fully diluted basis" shall mean, with respect to the
Common Stock of the Issuer outstanding at any time, the number of shares of
such Common Stock then issued and outstanding, assuming full conversion,
exercise and exchange of all issued and outstanding Convertible Securities and
Options that shall be (or may become) exchangeable for, or exercisable or
convertible into, such Common Stock, including Warrants with respect thereto;
provided that the number of shares of Common Stock deemed to be outstanding "on
a fully diluted basis" shall be reduced (without duplication) by the number of
shares of Common Stock purchasable or issuable upon exercise, conversion or
exchange of (i) Options or Convertible Securities at the time of calculation
that are Out of the Money and (ii) Options issued under the Option Plan;
provided this clause (ii) shall be excluded in determining the number of shares
of Common Stock outstanding for the purposes of the definition "Purchase and
Sale Agreement" herein.

"Option" shall mean any warrant, option or other right to
subscribe for or purchase shares of Common Stock.

"Option Plan" shall mean an Employee Stock Option Plan of the
Issuer approved by a majority of the non-employee directors of the Board.

"Other Equity Documents" shall mean any Option Plan, the
certificate of incorporation of the Issuer, the by-laws of the Issuer and any
other instrument or document of organization or governance of the Issuer.

"Other Securities" shall mean any stock (other than Warrant
Stock) and other securities of the Issuer or any other Person (corporate or
otherwise) which a Holder at any time shall be entitled to receive, or shall
have received, upon exercise of the

<PAGE> 12
7

Warrants held by such Holder or pursuant to Section 6 hereof, in lieu of or in
addition to Warrant Stock, or which at any time shall be issuable or shall have
been issued in exchange for or in replacement of Warrant Stock or Other
Securities received in an earlier exchange, exercise or replacement of Warrant
Stock.

"Out of the Money" shall mean (a) in the case of an Option,
that the fair market value of the shares of any Common Stock which the holder
thereof is entitled to purchase or subscribe for is less than the exercise
price of such Option and (b) in the case of a Convertible Security, that the
quotient resulting from dividing the fair market value of such Convertible
Security by the number of shares of any Common Stock into or for which such
Convertible Security is exercisable, convertible or exchangeable is greater
than the fair market value of a share of such Common Stock.

"Principal Shareholder" shall mean either of Patrick
Rutherford or John Moran.

"Purchase and Sale Agreement" shall mean an executed (x)
purchase and sale agreement with a buyer for the sale of not less than 65% of
the outstanding Common Stock of the Issuer on a fully diluted basis (the
"Required Amount"), such buyer to be a party which is capable, in the sole
discretion of the Investor, of purchasing the Required Amount or (y) merger
agreement between the Issuer and a Person acceptable to the Investor, in the
Investor's sole discretion, which agreement in the case of each of clause (x)
and (y), provides for the repayment of all obligations outstanding pursuant to
the Loan Agreement.

"Purchase and Sale Conditions" shall mean the conditions of
closing pursuant to the Purchase and Sale Agreement.

"Regulated Holder" shall mean a Holder which is a bank, a bank
holding company or an Affiliate of any of the foregoing.

A Regulated Holder shall be deemed to have a "Regulatory
Problem" when (i) such Regulated Holder's investment in the Warrants and/or
Warrant Stock exceeds any

<PAGE> 13
8

limitation to which it is subject, or is otherwise not permitted, under any
law, rule or regulation of any Governmental Authority (including any position
to that effect taken by such Governmental Authority), or (ii) restrictions are
imposed on such Regulated Holder which, in its reasonable judgment, make it
illegal or unduly burdensome for such Regulated Holder to continue to hold such
Warrants and/or Warrant Stock.

"Regulation Y" shall mean Regulation Y promulgated by the
Board of Governors of the Federal Reserve System (12 C.F.R.225) or any
successor regulation.

"Restricted Certificate" shall mean a certificate for Warrant
Stock or Warrants bearing or required to bear the restrictive legend set forth
in Section 4.03.

"Restricted Securities" shall mean Restricted Warrant Stock
and Restricted Warrants.

"Restricted Warrant Stock" shall mean Warrant Stock evidenced
by a Restricted Certificate.

"Restricted Warrants" shall mean Warrants evidenced by a
Restricted Certificate.

"Rule 144" shall mean Rule 144 promulgated by the Commission
under the Securities Act (or any successor or similar rule then in force).

"Rule 144A" shall mean Rule 144A promulgated by the Commission
under the Securities Act (or any successor or similar rule then in force).

"Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.

"Seller" shall have the meaning assigned to such term in
Section 7.01 hereof.

"Seller Notice" shall have the meaning assigned to such term
in Section 7.01 hereof.

<PAGE> 14
9

"Shareholder" shall mean any Person who directly or indirectly
owns any shares of Common Stock (including Warrant Stock).

"Stock Unit" shall have the meaning assigned to such term in
the recitals to this Agreement.

"Subsidiary" of a Person means (a) any corporation more than
50% of the outstanding securities having ordinary voting power of which shall
at the time be owned or controlled, directly or indirectly, by such Person or
by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, or (b) any company, partnership, association, joint venture or
similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.
Unless otherwise expressly provided, all references herein to a "Subsidiary"
shall mean a direct or indirect Subsidiary of the Issuer.

"Voting Securities" means the Common Stock and any other
securities of the Issuer of any kind or class having power generally to vote
for the election of directors; "Rights to Purchase Voting Securities" means
options and rights issued by the Issuer (whether presently exercisable or not)
to purchase Voting Securities or Convertible Voting Securities.

"Warrant Stock" shall mean all shares of Common Stock issuable
from time to time upon exercise of a Warrant.

"Warrant" and "Warrants" shall mean the Warrants, if any,
issued by the Issuer pursuant to this Agreement, evidencing rights to purchase
up to an aggregate of 2,561,400 Stock Units (which represents 10% of the
outstanding shares of Common Stock on a fully diluted basis on the date hereof,
including the Common Stock represented by such Warrants), and all warrants
issued upon transfer, division or combination of, or in substitution for, any
thereof.

(b) Prior to the issuance of any Warrants hereunder, any reference
to the "holders" or the "holders of Warrants", "Warrant Stock Holders" or words
or phrases of similar meaning shall be deemed to be a reference to the
Investors.

1.02 Accounting Terms and Determinations. Except as otherwise may
be expressly provided herein, all accounting terms used herein shall be
interpreted, and all

<PAGE> 15
10

financial statements and certificates and reports as to financial matters
required to be delivered to the Holders hereunder shall be prepared, in
accordance with GAAP. All calculations made for the purposes of determining
compliance with the terms of this Agreement shall (except as otherwise may be
expressly provided herein) be made by application of GAAP.

SECTION 2. Purchase and Sale of Warrant.

2.01 Authorization and Issuance of Warrant Stock and Warrants. The
Issuer has authorized: (a) the issuance of the Warrants evidenced by warrant
certificates in the form of Annex 1; and (b) the issuance of such number of
shares of Common Stock as shall be necessary to permit the Issuer to comply
with its obligations to issue shares of Common Stock pursuant to the Warrants.

2.02 Issuance of the Warrant. In consideration of the loans from the
Investor to the Issuer pursuant to the Loan Agreement:

(a) on the date hereof the Issuer shall issue to the
Investor, for no cash consideration, a Warrant representing
256,140 Stock Units;

(b) on the date hereof the Issuer shall issue to the
Escrow Agent, for no cash consideration, Warrants representing
2,305,260 Stock Units;

(c) the Issuer shall deliver to the Investor a single
certificate for the Warrant specified in clause (a) above, to
be issued to such Investor, registered in the name of the
Investor, except that, if the Investor shall have notified the
Issuer in writing prior to such issuance that it desires
certificates for Warrants to be issued in other denominations
or registered in the name or names of any Affiliate, nominee
or nominees of such Investor for its or their benefit, then
the certificates for Warrants shall be issued to such Investor
in the denominations and registered in the name or names
specified in such notice;

(d) the Issuer shall deliver to the Escrow Agent three
certificates for the Warrants specified in clause (b) above
representing 11.1111%, 33.3333% and 55.5556%, respectively, in
each case rounded to the nearest dollar, of the Stock Units to
be delivered to the Escrow Agent, each registered in the

<PAGE> 16
11

name of the Investor, except that if the Investor shall have
notified the Issuer in writing prior to such issuance that it
desires certificates for Warrants to be registered in the name
or names of any Affiliate, nominee or nominees of such
Investor for its or their benefit, then the certificates for
Warrants shall be issued to the Escrow Agent registered in the
name or names specified in such notice; and

(e) the Issuer shall deliver to the Investor a legal
opinion from counsel to the Issuer in form and substance
satisfactory to the Investor.

2.03 Purchase for Investor's Account. The Investor represents and
warrants to the Issuer as follows:

(a) The Investor is acquiring the Warrants to be issued
on the date hereof, and will acquire the Warrants, as they are
released from escrow pursuant to the Escrow Agreement, for
investment for its own account, without a view to the
distribution thereof, all without prejudice, however, to the
right of the Investor at any time, in accordance with this
Agreement, lawfully to sell or otherwise to dispose of all or
any part of the Warrants or the Warrant Stock held by it.

(b) The Investor is an "accredited investor" within the
meaning of Regulation D under the Securities Act.

2.04 Securities Act Compliance. The Investor understands that at the
time of the issuance of such Warrant, the Issuer has not registered the
Warrants or the Warrant Stock under the Securities Act or applicable state
securities laws, the Investor agrees that neither the Warrants nor the Warrant
Stock shall be sold or transferred or offered for sale or transfer without
registration or qualification under the Securities Act or applicable state
securities laws or the availability of an exemption therefrom, all as more
fully provided in Section 4.

2.05 Exercise of Warrants. On and after the date hereof and until
5.00pm, New York City time, on the Expiration Date, each Holder may, on one or
more occasions, on any Business Day, in whole or in part, exercise or convert
some or all of the Warrants as described in Annex 1 hereto.

<PAGE> 17
12

2.06 Cancellation of Warrants. Any Warrants which, pursuant to the
terms of the Escrow Agreement, have not been required to be delivered to the
Investor (or its designee or transferee) on or prior to December 31, 1998 (or
if such day is not a Business Day, the next succeeding Business Day) shall,
upon their delivery by the Escrow Agent to the Issuer in accordance with the
terms of the Escrow Agreement, be cancelled by the Issuer.

SECTION 3. Representations and Warranties. The Issuer represents and
warrants as follows:

3.01 Existence; Qualification. Each of the Issuer and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. Each of the Issuer and its
Subsidiaries is duly qualified, licensed or admitted to do business and is in
good standing as a foreign corporation in every jurisdiction where the failure
to be so qualified would have a material adverse effect on the business,
financial condition, operations, assets, prospects, liabilities or
capitalization of the Issuer and its Subsidiaries taken as a whole and has all
requisite corporate power and authority to transact its business as now
conducted in all such jurisdictions.

3.02 No Breach. The execution, delivery and performance of this
Agreement and the Warrants, by the Issuer and the consummation by it of the
transactions contemplated hereby and thereby will not (a) violate the
certificate of incorporation or by-laws or any other instrument or document of
organization or governance of the Issuer, (b) violate, or result in a breach of
or default under, any other material instrument or agreement to which the
Issuer or any of its Subsidiaries is a party or is bound, (c) violate any
judgment, order, injunction, decree or award against or binding upon the Issuer
or any of its Subsidiaries, (d) result in the creation of any material Lien
upon any of the properties or assets of the Issuer or any of its Subsidiaries
(other than as contemplated by the Loan Agreement), or (e) violate any law,
rule or regulation relating to the Issuer or any of its Subsidiaries.

3.03 Corporate Action. The Issuer has all necessary corporate power
and authority to execute, deliver and perform its obligations under this
Agreement and the Warrants; the execution, delivery and performance by the
Issuer of this Agreement and the Warrants have been duly authorized by all
necessary action (including all Shareholder action) on the part of the Issuer;
this Agreement has been, and the Warrants if issued, will be duly executed and
delivered by the Issuer and constitute the legal, valid and binding obligations
of the Issuer, enforceable against the Issuer in accordance with their
respective terms; the Warrant Stock initially covered by the Warrants will be
duly and

<PAGE> 18
13

validly authorized and reserved for issuance and shall, when paid for, issued
and delivered in accordance with the Warrants, be duly and validly issued,
fully paid and nonassessable and free and clear of any Liens; and none of the
Warrant Stock issued pursuant to the terms hereof will be in violation of any
preemptive rights of any Shareholder.

3.04 Approvals. Except in connection with the registration of the
Warrant Stock pursuant to Section 7, no authorizations, approvals or consents
of, and no filings or registrations with, any Governmental Authority or any
other Person are necessary for the execution, delivery or performance by the
Issuer of this Agreement or the Warrants or for the validity or enforceability
thereof. Any such action required to be taken as a condition to the execution
and delivery of this Agreement, or the execution, issuance and delivery of the
Warrants, has been duly taken by all such Governmental Authorities or other
Persons, as the case may be.

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

3.06 Public Utility Holding Company Act. The Issuer is not a
"holding company", or an "affiliate" of a "holding company" or a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

3.07 Capitalization.

(a) On the date hereof, the total number of shares of Common Stock
that the Issuer has authority to issue is 40,000,000 of which
25,614,000 are outstanding. As of the date hereof, the Issuer does
not have outstanding any Convertible Securities or Options exercisable
or convertible into or exchangeable for any interests or other equity
rights of the Issuer, nor does it have outstanding any agreements
providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, any interests or
equity rights of the Issuer or Convertible Securities exercisable or
convertible into or exchangeable for any interests or equity rights of
the Issuer other than (x) 500,000 shares of Common Stock which are
issuable pursuant to Option Plans and (y) 200,000 shares of Common
Stock which are issuable pursuant to warrants issued under the

<PAGE> 19
14

Warrant Agreement dated as of December 3, 1997 (the "Existing Warrant
Agreement") among the Issuer, the Investor and Banque Paribas.

(b) Other than the Other Equity Documents, the Existing Warrant
Agreement, the Registration Rights Agreement among the Issuer, Patrick
R. Rutherford, John A. Moran, Michael D. McCoy and Susan Rutherford (a
copy of which has been initialled by the Investor) and this Agreement,
there is not in effect on the date hereof any agreement by the Issuer
pursuant to which any holders of securities of the Issuer have a right
to cause the Issuer to register such securities under the Securities
Act or any agreement to which the Issuer or (to its knowledge) any of
its Shareholders is a party relating to the voting, transfer or sale
of such securities.

(c) There is not in effect on the date hereof any agreement by the
Issuer which (i) restricts the transferability of the Warrants and/or
the Warrant Stock, except as provided in Sections 4 and 5, (ii)
restricts the transferability of the right of any Holder in this
Agreement to any transferee of all or a portion of the Holder's
Warrants and/or Warrant Stock, or (iii) requires any consent or other
approval of any Person to the exercise of the Warrants by the Holder
or the issuance of Warrant Stock upon such exercise.

3.08 Private Offering.

Assuming the truth and accuracy of each Investor's representations and
warranties contained in Section 2.03, the issuance and sale of the Warrants to
the Investor hereunder are exempt from the registration and prospectus delivery
requirements of the Securities Act.

3.09 Litigation. There is no action, suit, proceeding or
investigation pending or, to the best of the Issuer's knowledge after due
inquiry, threatened against the Issuer or any of its Subsidiaries before any
Governmental Authority seeking to enjoin the transactions contemplated by this
Agreement or the Warrants.

3.10 SEC Documents; Financial Statements. The Issuer has filed in a
timely manner all documents that the Issuer was required to file with the
Commission under Sections 13, 14(a) and 15(d) of the Exchange Act, since its
initial public offering. As of their respective filing dates, all documents
filed by the Issuer with the Commission ("SEC Documents") complied in all
material respects with the requirements of the Exchange Act

<PAGE> 20
15

or the Securities Act, as applicable. None of the SEC Documents as of their
respective dates contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Issuer included in the
SEC Documents filed during 1997 (the "Financial Statements") comply as to form
in all material respects with applicable accounting requirements and with the
published rules and regulations of the Commission with respect thereto. The
Financial Statements have been prepared in accordance with GAAP and fairly
present the consolidated financial position of the Issuer and its Subsidiaries
at the dates thereof and the consolidated results of their operations and
consolidated cash flows for the periods then ended (subject, in the case of
unaudited statements, to normal, recurring adjustments).

SECTION 4. Restrictions on Transferability.

4.01 Transfers Generally. Except as otherwise provided in Section 5
and subject to the Issuer's consent, which shall not be unreasonably withheld
(as measured by the Registration Rights Agreement), the Restricted Securities
shall be transferable only upon the conditions specified in this Section 4 and
in Section 7, which conditions are intended to insure compliance with the
provisions of the Securities Act and applicable state securities laws in
respect of the transfer of any Restricted Securities.

4.02 Transfers of Restricted Securities Pursuant to Registration
Statements, Rule 144 and Rule 144A. The Restricted Securities may be offered
or sold by the Holder thereof pursuant to (a) an effective registration
statement under the Securities Act, (b) to the extent applicable, Rule 144 or
Rule 144A or (c) any other legally available means of transfer.

4.03 Notice of Certain Transfers. If any Holder of any Restricted
Security desires to transfer such Restricted Security other than pursuant to
(x) an effective registration statement, (y) Rule 144 under the Securities Act
or (z) in accordance with Section 5.01(a)(i), (ii) or (iii) hereof, such Holder
shall deliver to the Issuer at least 7 Business Days' prior written notice with
respect to the proposed transfer, together with an opinion (at such Holder's
expense) of Freshfields, or such other counsel reasonably satisfactory to the
Issuer, to the effect that an exemption from registration under the Securities
Act is available and specifying the applicable exemption.

<PAGE> 21
16

4.04 Restrictive Legends. Unless and until otherwise permitted by
this Section 4, the certificate for the Warrants issued under this Agreement,
each certificate for any Warrants issued to any subsequent transferee of any
such certificate, each certificate for any Warrant Stock issued upon exercise
of any Warrant and each certificate for any Warrant Stock issued to any
subsequent transferee of any such certificate, shall be stamped or otherwise
imprinted with a legend in substantially the following form:

"THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT
DATED AS OF SEPTEMBER 28 1998 (THE "WARRANT AGREEMENT"), AMONG
RUTHERFORD-MORAN OIL CORPORATION, A DELAWARE COMPANY (THE "ISSUER"),
AND THE CHASE MANHATTAN BANK, AS THE WARRANT AGREEMENT MAY BE MODIFIED
AND SUPPLEMENTED AND IN EFFECT FROM TIME TO TIME, AND NO TRANSFER OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR
EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE
FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE
PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS
CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY
THE PROVISIONS OF THE WARRANT AGREEMENT."

4.05 Termination of Restrictions. All of the restrictions imposed by
this Section 4 upon the transferability of the Restricted Securities shall
cease and terminate as to any particular Restricted Security when such
Restricted Security shall have been effectively registered under the Securities
Act and applicable state securities laws and sold by the Holder thereof in
accordance with such registration or sold under and pursuant to Rule 144 or is
eligible to be sold under and pursuant to paragraph (k) of Rule 144. Whenever
the restrictions imposed by this Section 4 shall terminate as to any Restricted
Security as hereinabove provided, the Holder thereof shall be entitled to
receive from the Issuer, without expense, a new certificate evidencing such
Restricted Security not bearing the restrictive legend otherwise required to be
borne by a certificate evidencing such Restricted Security.

<PAGE> 22
17

SECTION 5. Dispositions of Securities.

5.01 Disposition of Securities. Subject to compliance with all of
the provisions of Section 4 hereof, any Holder shall have the right to transfer
any Restricted Securities to any Person.

(a) Subject to compliance with the provisions of Section 4 hereof,
except with respect to the requirement for an opinion of counsel to
the Holder, which shall not be required under clauses (i), (ii) or
(iii) of this Section 5.01(a), any Holder shall have the right to
transfer any Restricted Securities:

(i) to any Person who at the time owns (directly or indirectly)
at least a majority of the voting capital stock or other equity
interests of such Holder;

(ii) to any Person at least a majority of whose voting capital
stock shall at the time be owned (directly or indirectly) by such
Holder or by any Person who owns (directly or indirectly) at least
a majority of the voting capital stock or other equity interests of
such Holder;

(iii) to another Investor; or

(iv) in amounts such that, after giving effect thereto, no single
transferee and its affiliates shall hold more that 2% of the
aggregate number of shares of voting stock of the Issuer (including
all warrants, options and similar rights exercisable or convertible
into shares of such voting stock).

(b) If, in the reasonable judgment of a Holder, a transfer is
required to be effected by such Holder because of a Regulatory
Problem, the Issuer shall use reasonable efforts to assist such Holder
in disposing of its Warrants and Warrant Stock, subject to and in
accordance with the terms of this Agreement and applicable law, to any
prospective purchaser which is a financial institution or other
institutional investor approved by the Issuer (which approval shall
not be unreasonably withheld or delayed) of the Warrants or Warrant
Stock owned by such Holder as such purchaser may reasonably request
(provided that, the Issuer shall not be required to make available to
such purchaser any documents or information if doing so would, in the
reasonable judgment of counsel to the Issuer, compromise

<PAGE> 23
18

any attorney-client privilege existing with respect thereto) or to a
direct or indirect competitor of the Issuer.

(c) In the event of any underwritten public offering of Restricted
Securities in which a Holder which is subject to the provisions of
Regulation Y is participating, the Issuer shall use its reasonable
efforts to assist the underwriter in ensuring that any Warrant Stock
issued by the Issuer and sold by such Holder are widely disseminated.

5.02 Transfer Restriction. Notwithstanding anything in this
Agreement or the Warrants to the contrary, no Holder subject to the provisions
of Regulation Y shall transfer any Warrants or shares of Warrant Stock issued
by the Issuer and held by it, if, as a result of such transfer or the right to
effect such transfer, such Holder would be deemed under Regulation Y to have
the power to exercise, directly or indirectly, a controlling influence over the
management or policies of, or otherwise control, the Issuer (and, for purposes
of this restriction, a reasoned opinion of counsel to such Holder delivered to
such Holder (which is based on facts and circumstances deemed appropriate by
such counsel) to the effect that such Holder does not have the power to
exercise such a controlling influence or otherwise control the Issuer shall be
conclusive).

5.03 Repurchase of Common Stock. The Issuer shall give 5 Business
Days prior written notice to each Investor before purchasing, redeeming,
retiring or otherwise acquiring any shares of Common Stock of the Issuer in
excess of 200,000 shares of Common Stock in any calendar year.

5.04 Transfer and Exchange. The Warrants, upon release by the Escrow
Agent (if applicable), may be exchanged for other Warrants upon presentation to
the Issuer, together with a written notice specifying the denominations in
which new Warrants are to be issued, signed by the Holder of such Warrant. The
Issuer shall execute and deliver a new Warrant or Warrants to such Holder in
exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. The Issuer shall pay all expenses, taxes (other than any
transfer taxes) and other charges payable in connection with the preparation,
issuance and delivery of the Warrants, including any transfer or exchange
thereof.

The Issuer shall maintain with its transfer agent or at its office,
books for the registration and transfer of the Warrants.

<PAGE> 24
19

SECTION 6. Adjustment of Stock Unit. The number of shares of Common
Stock comprising a Stock Unit shall be subject to adjustment from time to time
as set forth in this Section 6. The Issuer shall not create any class of
Common Stock ("Other Common Stock") which carries any rights to dividends or
assets differing in any respect from the rights of the Common Stock on the date
hereof without adjusting the number of shares of Common Stock comprising a
Stock Unit in accordance with Section 6.02 hereof (if such Other Common Stock
is not converted into Common Stock) or Section 6.03 hereof (if such Other
Common Stock is converted into Common Stock).

6.01 Stock Dividends, Subdivisions and Combinations. If at any time
the Issuer shall:

(a) declare or pay a dividend payable in Additional Common Stock, or

(b) subdivide its outstanding shares of Common Stock into a larger
number of shares of Common Stock, or

then the number of shares of Common Stock comprising a Stock Unit immediately
after the occurrence of any such event shall be adjusted to equal the number of
shares of Common Stock which a record holder of the number of shares of Common
Stock comprising a Stock Unit immediately prior to the happening of such event
would own or be entitled to receive after the happening of such event.

6.02 Issuance of Additional Common Stock. If at any time the Issuer
shall (except as hereinafter provided) issue or sell any Additional Common
Stock in exchange for consideration in an amount per share of Additional Common
Stock less than the Current Market Price at the time the Additional Common
Stock is issued, then the number of shares of Common Stock thereafter
comprising a Stock Unit shall be adjusted to that number determined by
multiplying the number of shares of Common Stock comprising a Stock Unit
immediately prior to such adjustment by a fraction (a) the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to
the issuance of such Additional Common Stock plus the number of such shares of
Additional Common Stock so issued, and (b) the denominator of which shall be
the number of shares

<PAGE> 25
20

of Common Stock outstanding immediately prior to the issuance of such shares of
Additional Common Stock plus the number of shares of Common Stock which the
aggregate consideration for the total number of such shares of Additional
Common Stock so issued would purchase at the Current Market Price. For
purposes of this Section 6.02, for all issuances of shares of Additional Common
Stock except for those shares issued in connection with an acquisition of
assets or stock, a tender or exchange offer, a merger or other business
combination or in a public offering, the date as of which the Current Market
Price shall be computed shall be the earlier of (i) the date on which the
Issuer shall enter into a firm contract for the issuance of such Additional
Common Stock and (ii) the date of actual issuance of such Additional Common
Stock. Subject to Section 6.05 hereof, no further adjustment of the number of
shares of Common Stock comprising a Stock Unit shall be made under this Section
6.02 upon the issuance of any shares of Additional Common Stock:

(a) for which an adjustment is provided under Section 6.01 hereof;

(b) which are issued pursuant to the exercise of any Options
(including warrants outstanding pursuant to the Existing Warrant
Agreement) or the Warrants or the conversion, exchange or exercise of
any Convertible Securities, if any such adjustment shall previously
have been made upon the issuance of such Options or Convertible
Securities (or upon the issuance of any Option therefor) pursuant to
Section 6.03 or 6.04 hereof; or

6.03 Issuance of Options. If at any time (other than pursuant to an
Option Plan except with respect to options issued to (i) Patrick Rutherford or
John Moran, (ii) any of their Affiliates or (iii) any of their immediate family
members) the Issuer shall issue or sell, or shall fix a record date for the
determination of holders of any class of securities entitled to receive, any
Options, whether or not the rights to purchase thereunder are immediately
exercisable, and the consideration received by the Issuer in payment for such
Options (determined in accordance with Section 6.06(a) hereof) shall be less
than the Current Market Price in effect on the date of and immediately prior to
such issuance, sale or fixing of a record date, then the number of shares of
Common Stock thereafter comprising a Stock Unit shall be adjusted as provided
in Section 6.02 hereof on the basis that (a) the maximum number of shares of
Additional Common Stock issuable pursuant to

<PAGE> 26
21

all such Options shall be deemed to have been issued as of (and, accordingly,
the date as of which the Current Market Price shall be computed shall be) the
computation date specified in the next succeeding sentence of this Section
6.03, and (b) the aggregate consideration for such maximum number of shares of
Additional Common Stock shall be (subject to Section 6.05 hereof) the
consideration received by the Issuer for the issuance or sale of such shares of
Additional Common Stock pursuant to the terms of such Options or pursuant to
the terms of such Convertible Securities. For purposes of this Section 6.03,
the computation date for clause (a) above shall be the earlier of (i) the date
on which the Issuer shall take a record of the holders of its Common Stock for
the purpose of entitling them to receive any such Options, (ii) the date on
which the Issuer shall enter into a firm contract for the issuance or sale of
such Options and (iii) the date on which the Issuer shall issue or sell such
Options. No further adjustment of the number of shares of Common Stock
comprising a Stock Unit shall be made under this Section 6.03 upon the issuance
or sale of any Options to subscribe for or purchase any shares of Additional
Common Stock or any Convertible Securities or upon the subsequent issue or sale
of shares of such Additional Common Stock upon the exercise of such Options, if
any such adjustment shall previously have been made upon the issuance or sale
of such Option or upon the setting of a record date therefor, or upon any
deemed issuance or sale of such shares of Additional Common Stock, as a
distribution or a dividend which is distributed or declared and paid in
accordance with Section 6.08 hereof. Notwithstanding the foregoing, any
issuance of an Option which is issued together with a debt security of the
Issuer, as a unit, shall be treated for the purpose of this Section 6 as the
issuance of a Convertible Security.

6.04 Issuance of Convertible Securities. If at any time the Issuer
shall issue or sell any Convertible Securities, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the
consideration received by the Issuer in payment for such Convertible Securities
shall be less than the Convertible Security Value thereof, then the number of
shares of Common Stock thereafter comprising a Stock Unit shall be increased to
a number of shares of Common Stock having a value immediately following the
computation date (as established below) equal to the value of the number of
shares comprising such Stock Unit immediately before such increase. For this
purpose, the value before the increase will be the Current Market Price of the
Common Stock (determined as at the date immediately preceding such increase)
divided by the number of shares of Common Stock outstanding on a fully diluted
basis, and the value immediately following the computation date shall be the
foregoing value, except that the numerator shall be the Current Market Price
plus the cash amount paid to the Issuer for such

<PAGE> 27
22

Convertible Securities less the Convertible Security Value of such Convertible
Securities on issuance and the denominator shall be increased by the number of
shares of Additional Common Stock issuable on exercise of such Convertible
Securities. For purposes of this Section 6.04, the computation date shall be
the earliest of (i) the date on which the Issuer shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive any
such Convertible Securities, (ii) the date on which the Issuer shall enter into
a firm contract for the issuance or sale of such Convertible Securities and
(iii) the date of actual issuance or sale of such Convertible Securities. No
further adjustment of the number of shares of Common Stock comprising a Stock
Unit shall be made under this Section 6.04 upon the issuance or sale of any
Convertible Securities or the conversion or exchange of such Convertible
Securities into shares of Additional Common Stock:

(A) which are issued or sold pursuant to the exercise of any Option
therefor, if any such adjustment shall previously have been made upon
the issuance or sale of an Option relating to such Convertible
Securities pursuant to Section 6.03 hereof; or

(B) if any such adjustment in respect thereof shall previously have
been made upon the setting of a record date therefor, or upon any
deemed issuance or sale of such Convertible Securities; or

6.05 Superseding Adjustment of Stock Unit. If, at any time after any
adjustment of the number of shares of Common Stock comprising a Stock Unit
shall have been made pursuant to Section 6.03 or 6.04 hereof as a result of the
issuance of Options or Convertible Securities, or after any new adjustment of
the number of shares of Common Stock comprising a Stock Unit shall have been
made pursuant to this Section 6.05, (a) such Options or the right of
conversion, exchange or exercise of such Convertible Securities shall expire,
and all or a portion of such Options or the right of conversion, exchange or
exercise with respect to all or a portion of such Convertible Securities, as
the case may be, shall not have been exercised or treated as having been
exercised or otherwise canceled or acquired by the Issuer in connection with
any settlement (including, without limitation, any cash settlement) of such
Options or the rights of conversion, or exchange or exercise of such
convertible Securities, or (b) there has been any change (whether by the
passage of time or otherwise) in the number of shares issuable upon exercise,
conversion or exchange of such Options or Convertible Securities (including as

<PAGE> 28
23

a result of the operation of antidilution provisions applicable thereto), or
(c) the consideration per share, for which shares of Additional Common Stock
are issuable pursuant to such Options or the terms of any Convertible
Securities, or the maturity of any such Convertible Security, shall be changed
(whether by the passage of time or otherwise) then such previous adjustment
shall be rescinded and annulled and the shares of Additional Common Stock which
were deemed to have been issued by virtue of the computation made in connection
with the adjustment so rescinded and annulled shall no longer be deemed to have
been issued by virtue of such computation. Thereupon, a recomputation shall be
made of the effect of such Options or Convertible Securities on the basis of:

(a) treating the number of shares of Additional Common Stock, if any,
theretofore actually issued or sold pursuant to the previous exercise
of such Options or such right of conversion or exchange, as having
been issued or sold on the date or dates of such issuance as
determined for purposes of such previous adjustment and for the
consideration actually received therefor;

(b) treating the maximum number of shares of Additional Common Stock
(A) issuable pursuant to all Options which then remain outstanding and
(B) necessary to effect the conversion or exchange of all Convertible
Securities which then remain outstanding, as having been issued
(subject, however, to further adjustment under this Section 6.05); and

(c) making the computations called for in Section 6.04 hereof on the
basis of the revised terms of such Convertible Securities as if the
securities being subject to recomputation were newly issued as of the
relevant recomputation date and, if and to the extent called for by
the foregoing provisions of this Section 6 on the basis aforesaid, a
new adjustment of the number of shares of Common Stock comprising a
Stock Unit shall be made, and such new adjustment shall supersede the
previous adjustment so rescinded and annulled.

6.06 Other Provisions Applicable to Adjustments Under this Section 6.
The following provisions shall be applicable to the making of adjustments of
the number of shares of Common Stock comprising a Stock Unit hereinbefore
provided for in this Section 6, irrespective of the accounting treatment of any
consideration described below:

<PAGE> 29
24

(a) Computation of Consideration. To the extent that any shares of
Additional Common Stock, any Options or any Convertible Securities
shall be issued for cash consideration, the consideration received by
the Issuer therefor shall be deemed to be the amount of cash received
by the Issuer therefor, or, if such shares of Additional Common Stock,
Options or Convertible Securities are offered by the Issuer for
subscription, the subscription price, or, if such shares of Additional
Common Stock, Options or Convertible Securities are sold to
underwriters or dealers for public offering without a subscription
offering, the initial public offering price. To the extent that such
issuance or sale shall be for consideration other than cash, then the
amount of such consideration shall be deemed to be the fair market
value of such consideration at the time of such issuance, as
reasonably determined by the Board. The consideration for any shares
of Additional Common Stock issuable pursuant to any Option to
subscribe for or purchase the same shall be the consideration received
or receivable by the Issuer for the sale or issuance of such Option
plus the additional consideration payable to the Issuer upon the
exercise thereof in full. The consideration for any shares of
Additional Common Stock issuable pursuant to the terms of any
Convertible Securities shall be the consideration paid or payable to
the Issuer in respect of the subscription for, sale or issuance of
such Convertible Securities plus the additional consideration payable
to the Issuer upon the conversion or exchange thereof in full. In
case of the issuance at any time of any shares of Additional Common
Stock in payment or satisfaction of any dividend upon any class of
stock other than Common Stock, the Issuer shall be deemed to have
received for such shares of Additional Common Stock consideration
equal to the amount of such dividend so paid or satisfied.

(b) When Adjustments to be Made. The adjustments required by this
Section 6 shall be made whenever and as often as any specified event
requiring an adjustment shall occur except that any adjustment of the
number of shares of Common Stock comprising a Stock Unit that would
otherwise be required may be postponed (except in the case of a
subdivision or combination of shares of the Common Stock, as provided
for in Section 6.01 hereof) up to but not beyond the date of exercise
if such adjustment either by itself or with other adjustments not
previously made adds or subtracts less than 1% of the aggregate
Exercise Price for all Warrants then outstanding. Any adjustment
representing a change of less than such minimum percent (except as
aforesaid) shall be carried forward and made as soon as such
adjustment, together with other adjustments required by this Section 6
and not previously made, would result in a minimum adjustment on the
date of

<PAGE> 30
25

exercise. For the purpose of any adjustment, any specified event
shall be deemed to have occurred at the close of business on the date
of its occurrence.

(c) Fractional Interests. In computing adjustments under this
Section 6, fractional interests in Common Stock shall be taken into
account to the nearest one-hundredth of a share.

(d) When Adjustment Not Required. (i) If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling
them to receive a dividend or distribution or subscription or purchase
rights and shall, thereafter and before the distribution thereof to
Shareholders, legally abandon its plan to pay or deliver such
dividend, distribution, subscription or purchase rights, then no
adjustment shall be required by reason of the taking of such record
and any such adjustment previously made in respect thereof shall be
rescinded and annulled, and no adjustment in the number of shares of
Common Stock thereafter comprising a Stock Unit under Section 6.02,
6.03 or 6.04 hereof shall be made in respect of the Warrants held by
such Holder. (ii) No adjustment shall be made hereunder in respect of
the issuance of Common Stock pursuant to an Option Plan or options
representing the right to acquire Common Stock pursuant to an Option
Plan.

6.07 Merger, Consolidation or Disposition of Assets. If the Issuer
shall merge or consolidate with another corporation, or shall sell, transfer or
otherwise dispose of all or substantially all of its assets to another
corporation and pursuant to the terms of such merger, consolidation or
disposition of assets, collectively, the "Merger Transaction", cash, shares of
common stock or other securities of the successor or acquiring corporation, or
property of any nature is to be received by or distributed to the holders of
Common Stock of the Issuer, then each holder of Warrants which are by their
terms then exercisable shall, at such holder's election (such election to be
made at any time prior to the consummation of such Merger Transaction), have
the right to receive (whether or not such holder exercises such Warrants) the
amount it would have been entitled to receive if such holder had exercised such
Warrants immediately prior to the occurrence of such Merger Transaction, net of
the exercise price of such Warrants, and shall thereupon be deemed to have
exercised such Warrants. In case of any such Merger Transaction in which the
foregoing election is not made, the successor or acquiring corporation (and any
affiliate thereof issuing securities) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition of
this Warrant to be performed and observed by the Issuer and all of the
obligations and liabilities

<PAGE> 31
26

hereunder, subject to such modifications as may be deemed appropriate (as
determined by resolution of the Board and reasonably acceptable to the holders
of a majority in interest of the Warrants) in order to provide for adjustments
of Stock Units which shall be as nearly equivalent as practicable to the
adjustments provided for in this Section but which shall provide for the
issuance of the common stock of the Person being issued to the holders of
Common Stock of the Issuer pursuant to such Merger Transaction. In the event
the election is not made pursuant to the first sentence of this Section 6.07,
the Issuer shall have the right, exercisable within 30 days following such
merger, to purchase in cash all (but not less than all) of the outstanding
Warrants at a price equal to the amount such Holder would have been entitled to
receive if such holder had exercised such Warrants immediately prior to the
occurrence of such merger, consolidation or disposition of assets, net of the
exercise price of such Warrants. The foregoing provisions shall similarly
apply to successive Merger Transactions.

6.08 Distributions upon Declaration of Dividend or Other
Distribution. So long as any Warrants remain outstanding, the Issuer shall
pay, upon the declaration and payment of any dividend or distribution (whether
such dividend or distribution is in the form of cash, debt securities, equity
securities or other property) on any class of Common Stock, to each Holder the
dividend or distribution that such Holder would be otherwise entitled to
receive had such Holder exercised the Warrants held by it in full immediately
prior to the taking of record of those holders of Common Stock entitled to any
such dividend or distribution, provided that, this provision shall apply only
to dividends or distributions in respect of the Common Stock other than
ordinary, periodic cash dividends paid out of earned surplus of the Issuer. If
such dividend or distribution is in the form of a voting equity security, such
Holder will be entitled to receive, at its option, in its stead non-voting
equity securities otherwise identical to and convertible at such Holder's
option into the equity securities to which such Holder is otherwise entitled
thereunder and continuing benefiting from antidilution provisions similar to
those herein. This provision shall not apply to stock dividends of shares of
Additional Common Stock, or to a reclassification or recapitalization, provided
that the Issuer adjusts the number of shares of Common Stock comprising a Stock
Unit pursuant to Section 6.01 hereof.

6.09 Dilution in Case of Other Securities. In case any Other
Securities shall be issued or sold or shall become subject to issue or sale
upon the conversion or exchange of any stock (or Other Securities) of the
Issuer (or any issuer of Other Securities or any other Person referred to in
Section 6.08 hereof) or to subscription, purchase or other acquisition pursuant
to any rights, options, warrants to subscribe for, purchase or otherwise
acquire

<PAGE> 32
27

either shares of Additional Common Stock or securities directly or indirectly
convertible into or exchangeable for shares of Additional Common Stock, issued
or granted by the Issuer (or any such other issuer or Person) for a
consideration such as to dilute, on a basis consistent with the standards
established in the other provisions of Section 6 hereof, the purchase rights
granted by the Warrants, then, and in each such case, the computations,
adjustments and readjustments provided for in said Section 6 with respect to
the Stock Units shall be made as nearly as possible in the manner so provided
and applied to determine the amount of Other Securities from time to time
receivable upon the exercise of the Warrants, so as to protect the Holders
against the effect of such dilution.

6.10 Notice of Adjustments. Whenever the number of shares of Warrant
Stock comprising a Stock Unit shall be adjusted pursuant to this Agreement, the
Issuer shall forthwith obtain a certificate signed by the Issuer's chief
financial officer, setting forth, in reasonable detail, the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the number of shares of Warrant Stock comprising a Stock Unit
(whether or not any Warrants have been issued hereunder or whether or not any
Warrants are then exercisable) and, if applicable, describing the number and
kind of any other securities comprising a Stock Unit, and any change in the
Exercise Price, after giving effect to such adjustment or change. The Issuer
shall promptly cause a signed copy of such certificate to be delivered to each
holder of Warrants. The Issuer shall keep at its office copies of all such
certificates and cause the same to be available for inspection at said office
during normal business hours by any holder of Warrants or any prospective
purchaser of Warrants designated by the registered holder hereof.

6.11 Notice of Certain Corporate Action. If the Issuer shall propose
(i) to pay any dividend to the holders of its Common Stock or to make any other
distribution to the holders of its Common Stock; (ii) to offer to the holders
of its Common Stock rights to subscribe for or to purchase any additional
shares of Common Stock (or options or rights with respect thereto); (iii) to
effect any reclassification of its Common Stock; (iv) to otherwise issue any
Common Stock or other securities; (v) to effect any capital reorganization;
(vi) to effect any consolidation, merger or sale, transfer or other disposition
of all or substantially all of its assets; or (vii) to effect the liquidation,
dissolution or winding up of the Issuer, then, in each such case, the Issuer
shall give to each holder of Warrants a notice of such proposed action, which
shall specify the date on which a record is to be taken for the purposes of
such dividend, distribution or rights offer, or the date on which such
reclassification, issuance, reorganization, consolidation,

<PAGE> 33
28

merger, sale, transfer, disposition, liquidation, dissolution or winding up is
to take place and the date of participation therein by the holders of Common
Stock, if any such date is to be fixed, and shall also set forth such facts
with respect thereto as shall be reasonably necessary to indicate the effect of
such action on the Common Stock, and the number of shares of Warrant Stock
which will comprise a Stock Unit (whether or not any Warrants have been issued
hereunder or whether or not any Warrants are then exercisable) after giving
effect to any adjustment which will be required as a result of such action.
Such notice shall be so given in the case of any action covered by clause (i)
or (ii) above at least 15 days prior to the record date for determining holders
of the Common Stock for purposes of such action, and in the case of any other
such action, at least 15 days prior to the date of the taking of such proposed
action or the date of participation therein by the holders of Common Stock,
whichever shall be the earlier.

SECTION 7. Registration.

7.01 Notice.

(a) (i) Upon receipt of notice (a "Demand Notice") from a Holder of
any Warrants or shares of Warrant Stock given at any time after the
issuance of the Warrants requesting that the Issuer effect the
registration of the shares of Warrant Stock held by such holder, or
(ii) whenever the Issuer otherwise proposes to effect the registration
of all or any part of the Common Stock under the Securities Act, other
than pursuant to a Registration Statement on Form S-8 or Form S-4 or
any successor form, the Issuer shall promptly, and in any event at
least 30 days prior to the effective date of the proposed registration
statement, give written notice of such proposed registration to all
holders of Warrants or shares of Warrant Stock. Each holder of any
Warrants or shares of Warrant Stock that wishes to register its shares
of Warrant Stock (each, a "Seller") shall, within 15 days after
receipt of such notice from the Issuer, deliver to the Issuer a notice
(a "Seller Notice") stating that such Seller wishes to participate in
such offering and setting forth the number of shares of Warrant Stock
that such Seller desires to include in such offering. The Issuer
thereupon shall, subject to Section 7.01(b) as expeditiously as
practicable, use its best efforts to effect the registration under the
Securities Act of such shares of Warrant Stock (any such registration
effected or undertaken pursuant to a Demand Notice being herein
referred to as a "Demand Registration"); provided, however, that the
Issuer shall not be required to effect a Demand Registration pursuant
to a Demand Notice from any holder of Warrants or shares of Warrant

<PAGE> 34
29

Stock unless the holders of 20% in interest (on an aggregate basis) of
the then outstanding Warrants and shares of Warrant Stock notify the
Issuer of their wish to participate in an offering pursuant to such
registration; and, provided, further, that the Issuer shall not be
required to effect more than four Demand Registrations. In the event
that (i) the amount of securities proposed to be sold by Sellers
pursuant to a Demand Notice shall be reduced pursuant to this Section
7.02(a) to an amount which is less than 75% of the amount of
securities originally proposed to be sold by Sellers, or (ii) any
Demand Notice shall be withdrawn by the holder or holders originally
giving such Demand Notice at any time prior to the filing by the
Issuer of a preliminary registration statement in connection with such
Demand Notice, then, in such event, no right to a Demand Registration
shall be deemed to have been exercised or forfeited and such Demand
Notice shall not operate to eliminate the Issuer's obligation to
effect a Demand Registration pursuant to a Demand Notice.

(b) Deferral of Filing. The Issuer may defer the filing (but not
the preparation) of a registration statement required by Section
7.01(a) until a date not later than 90 days after the date of the
Demand Notice if (i) at the time the Issuer receives the Demand
Notice, the Issuer or any of its Subsidiaries is engaged in
confidential negotiations or other confidential business activities,
disclosure of which would be required in such registration statement
(but would not be required if such registration statement were not
filed), and the Board determines in good faith that such disclosure
would be materially detrimental to the Issuer and its shareholders or
would have a material adverse effect on any such confidential
negotiations or other confidential business activities or (ii) prior
to receiving the Demand Notice, the Board had determined to effect a
registered underwritten public offering of the Issuer's securities and
the Issuer had taken substantial steps (including, but not limited to,
selecting a managing underwriter for such offering) and is proceeding
with reasonable diligence to effect such offering. A deferral of the
filing of a registration statement pursuant to this Section 7.01(b)
shall be lifted, and the requested registration statement shall be
filed forthwith, if the negotiations or other activities are disclosed
or terminated. In order to defer the filing of a registration
statement pursuant to this Section 7.01(b), the Issuer shall promptly
(but in any event within 10 days), upon determining to seek such
deferral, deliver to each Seller a certificate signed by an executive
officer of the Issuer setting forth a statement of the reason for such
deferral and an approximation of the anticipated delay, which
information the Sellers shall treat as confidential. Within 20 days

<PAGE> 35
30

after receiving such certificate, Sellers holding a majority in
interest of the Warrant Stock for which registration was previously
requested may withdraw such request by giving notice to the Issuer; if
withdrawn, the Demand Notice shall be deemed not to have been made for
all purposes of this Agreement. The Issuer may not invoke its right
to defer the filing of a registration statement under this Section
7.01(b) more than once in any twelve month period.

(c) If the Majority Warrant Stock Holders so elect, the offering
of the Warrants, the Warrant Stock and/or the other securities
pursuant to a Demand Registration shall be in the form of an
underwritten offering. If any Demand Registration is in the form of
an underwritten offering, the Issuer will select and obtain the
investment banker or investment bankers that will administer the
offering (such investment banker or investment bankers to be
reasonably satisfactory to the Majority Warrant Stock Holders);
provided, that such investment banker shall be reasonably satisfactory
to the Issuer.

7.02 Proration.

(a) In the case of a Demand Registration, if the underwriter (or, if
the offering is not underwritten, an independent financial advisor to
the Sellers) determines that marketing factors require a limitation on
the number of securities to be offered and sold, there shall be
included in such registration only that number of securities that the
underwriter, or financial advisor, as the case may be, believes will
not jeopardize the success of the offering. Any reduction in the
number of securities to be so offered shall first be pro-rata among
all Persons (other than the Issuer) proposing to sell securities
pursuant to such offering who are not Sellers, based on the number of
securities originally proposed to be sold by each of them, and then,
if necessary, pro-rata among all Sellers based on the number of
securities originally proposed to be sold by each of them.

(b) In the case of a registration to be effected pursuant to Section
7.01(a)(ii) hereof, if the underwriter (or, if the offering is not
underwritten, an independent financial advisor to the Issuer)
determines that marketing factors require a limitation on the number
of securities to be offered and sold in the offering, including
securities requested to be offered and sold by Sellers, there shall be
included in the offering only that number of securities that the
underwriter, or financial advisor, as the case may be, believes will
not jeopardize the success of

<PAGE> 36
31

the offering. Any reduction in the number of securities to be so
offered shall be pro-rata among the Sellers and all other Persons
(other than the Issuer or securityholders who are exercising "demand"
registration rights), proposing to sell securities pursuant to such
offering, based on the number of securities originally proposed to be
sold by each such person.

Nothing contained herein shall be construed to limit in any way the Issuer's
right, in its sole discretion, to withdraw any registration statement (other
than a registration statement filed pursuant to a Demand Notice) before such
registration statement becomes effective, or to postpone the offering of
securities contemplated by any such registration statement.

7.03 Registration Procedures. If and whenever the Issuer is required
by the provisions of Section 7.01(a)(i) hereof or, with respect to subsections
(i), (ii), (iii), (vi), (vii), (viii), (ix), (x), (xi) and (xii) of this
Section 7.03, by the provisions of Section 7.01(a)(i) or (ii) hereof, to use
its best efforts to effect the registration of any of its securities under the
Securities Act, the Issuer shall, as expeditiously as possible,

(i) prepare and file with the Commission a registration statement
with respect to such securities and use its best efforts to cause such
registration statement to become and remain effective for a period of
not less than 90 days, to permit the sale of such securities in
accordance with the plan of distribution chosen by the Seller or
Sellers and the underwriter;

(ii) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all
securities covered by such registration statement;

(iii) furnish to each Seller such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as such
Seller may reasonably request in order to facilitate the public sale
or other disposition of the securities owned by such Seller;

(iv) use its best efforts to register or qualify the securities
covered by such registration statement under such other securities or
blue sky laws of such jurisdictions within the United States as each
Seller shall reasonably request, and

<PAGE> 37
32

do such other reasonable acts and things as may be requested of it to
enable such Seller to consummate the public sale or other disposition
in such jurisdictions of the securities owned by such Seller, except
that the Issuer shall not for any such purpose be required to qualify
to do business as a foreign corporation in any jurisdiction wherein it
is not so qualified;

(v) use its best efforts to cause the securities covered by such
registration statement to be registered with or approved by such other
governmental agencies or authorities in the United States or any state
thereof as may be necessary and as would be customary for the offering
of securities by companies engaged in the oil and gas business to
enable the Seller or Sellers thereof to consummate the disposition of
such securities;

(vi) notify each Seller of any securities covered by such
registration statement, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the Issuer's
becoming aware that the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing (upon
receipt of which each Seller agrees to forthwith cease making offers
and sales of such securities pursuant to such prospectus and to
deliver to the Issuer any copies of such prospectus then in the
possession of such Seller), and at the request of any such Seller
promptly prepare and furnish to such Seller a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall
not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances
then existing;

(vii) make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least
twelve months, but not more than eighteen months, beginning with one
of the first three months after the effective date of the registration
statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;

(viii) otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission;

<PAGE> 38
33

(ix) use its best efforts to list such securities on any securities
exchange on which the Common Stock of the Issuer is then listed, or,
if not so listed, on a national securities exchange, if the listing of
such securities is then permitted under the rules of such exchange;

(x) provide a transfer agent and registrar for all the securities
covered by such registration statement not later than the effective
date of such registration statement;

(xi) enter into such agreements (including an underwriting
agreement in customary form containing without limitation customary
indemnity and contribution provisions for the benefit of the
underwriter or underwriters and the Seller or Sellers) and take such
other actions as the Seller or Sellers shall reasonably request in
order to expedite or facilitate the disposition of such securities;

(xii) in connection with any underwritten offering of the Warrants
or Warrant Stock, obtain an opinion from the Issuer's counsel and a
"cold comfort" letter from the Issuer's independent public accountants
in customary form and covering such matters as the Seller or Sellers
shall reasonably request;

(xiii) make available for inspection by any Seller of securities
covered by such registration statement, the lead underwriter
participating in any disposition to be effected pursuant to such
registration statement and by any attorney, accountant or other agent
retained by any such Seller or such underwriter, all pertinent
financial and other records, pertinent corporate documents and
properties of the Issuer, and cause all of the Issuer's officers,
directors and employees to supply all information reasonably requested
by any such Seller, underwriter, attorney, accountant or agent in
connection with such registration statement (provided that the Sellers
shall use reasonable efforts to retain common attorneys, accountants
and agents and to conduct any such investigations as a group); and

(xiv) permit any Seller of securities covered by such registration
statement to require the insertion therein of material, furnished to
the Issuer in writing with respect to the Seller or the plan of
distribution (or any other matter that counsel for such Seller has
advised the Seller in writing is required to be included therein to

<PAGE> 39
34

avoid an untrue statement of a material fact or the omission of a
material fact required to be stated therein or necessary to make the
statements therein not misleading), which in the reasonable judgment
of such Seller should be included.

If any such registration or comparable statement refers to any Seller by name
or otherwise as the holder of any securities of the Issuer, then such Seller
shall have the right to require (A) the insertion therein of language, in form
and substance satisfactory to such Seller, to the effect that the holding by
such Seller of such securities is not to be construed as a recommendation by
such Seller of the investment quality of the Issuer's securities covered
thereby and that such holding does not imply that such Seller will assist in
meeting any future financial requirements of the Issuer, or (B) in the event
that such reference to such Seller by name or otherwise is not required by the
Securities Act, the deletion of the reference to such Seller.

The Issuer may require each Seller of securities to, and each such
Seller, as a condition to including Securities in such registration, shall,
furnish the Issuer with such information and affidavits regarding such Seller
and the distribution of such securities as the Issuer may from time to time
reasonably request in writing in connection with such registration. No Seller
may participate in any underwritten registration hereunder unless such Seller
(a) agrees to sell such Seller's securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements and these
registration rights.

Each Seller of securities agrees that upon receipt of any notice from
the Issuer of the happening of any event of the kind described in Section
7.03(vi), such Seller will forthwith discontinue such Seller's disposition of
securities pursuant to the registration statement relating to such securities
until such Seller's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 7.03(vi) and, if so directed by the Issuer,
will deliver to the Issuer (at the Issuer's expense) all copies, other than
permanent file copies, then in such Seller's possession of any prospectus
relating to such securities at the time of receipt of such notice.

7.04 Holdback on Sales. The Issuer and the Holders hereby agree not
to effect any public sale or distribution of any securities similar to those
registered in accordance with Section 7.03 hereof during the 14 day period
prior to, and during the 90 day period

<PAGE> 40
35

beginning on, the effective date of any registration statement (except as part
of such registration statement).

7.05 Expenses. All reasonable expenses incurred in complying with
this Section 7, including, without limitation, all registration and filing
fees, printing expenses, fees and disbursements of counsel for the Issuer, the
reasonable fees and disbursements of one counsel for the Seller or the Sellers
(to be chosen by the Seller or the Sellers holding a majority of the securities
to be included by Sellers in a registration statement), expenses of any special
audits incident to or required by any such registration and expenses of
complying with the securities or blue sky laws of any jurisdictions, shall be
paid by the Issuer; provided, that in no event shall the Issuer be required to
pay any underwriting discounts, commissions or fees attributable to the sale of
Warrant Shares by a Seller hereunder.

7.06 Indemnification.

(a) In the event of any registration of any of its securities under
the Securities Act pursuant to this Section, the Issuer shall, and
hereby agrees to, indemnify and hold harmless each Seller of such
securities, its directors and officers, and each other person, if any,
who controls such Seller within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages, liabilities or
expenses ("Losses") to which such Seller or any such director, officer
or person may become subject under the Securities Act or any other
statute or at common law, insofar as such Losses (or actions in
respect thereof) arise out of or are based upon any alleged untrue
statement of any material fact contained in any registration statement
under which such securities were registered under the Securities Act,
any preliminary prospectus or final prospectus with respect thereto,
or any amendment or supplement thereto, or any alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall
reimburse such Seller or such director, officer or controlling person
for any legal or any other expenses reasonably incurred by such Seller
or such director, officer or controlling person in connection with
investigating or defending any such Loss; provided, however, that the
Issuer shall not be liable in any such case to the extent that any
such Loss arises out of or is based upon any alleged untrue statement
or alleged omission made in such registration statement, preliminary
prospectus, prospectus, or amendment or supplement in reliance upon
and in conformity with written information furnished

<PAGE> 41
36

to the Issuer for inclusion therein by such Seller; provided further,
however that with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary
prospectus, the indemnity agreement contained in this paragraph shall
not apply to the extent that any such Loss results from the fact that
a current copy of the prospectus was not sent or given to the person
asserting any such Loss at or prior to the written confirmation of the
sale of the securities concerned to such person if the Issuer had
prior thereto given such Seller the notice referred to in Section
7.03(vi) hereof and provided to such Seller a supplemented or amended
prospectus as contemplated by Section 7.03(vi), and such current copy
of the prospectus would have cured the defect giving rise to such
Loss. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Seller or such
director, officer or controlling person, and shall survive the
transfer of such securities by such Seller.

(b) Each Seller of securities which are included in a registration
statement hereunder, as a condition to including securities in such
registration statement, shall indemnify and hold harmless the Issuer,
its directors and officers and each other Person, if any, who controls
the Issuer within the meaning of Section 15 of the Securities Act,
against any Losses to which the Issuer or any such director, officer
or person may become subject under the Securities Act or otherwise,
insofar as such Losses (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any
material fact contained in such registration statement, any
preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein (in
the case of a prospectus, in the light of the circumstances under
which they were made) not misleading, if such untrue statement or
alleged untrue statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to
the Issuer by such Seller specifically for use in the preparation
thereof; provided, however, that the obligation to provide
indemnification pursuant to this Section 7.06(b) shall be several, and
not joint and several, among such Sellers on the basis of the number
of securities included by each in such registration statement and the
aggregate amount which may be recovered from any holder of securities
pursuant to the indemnification provided for in this Section 7.06(b)
in connection with any sale of securities shall be limited to the
total proceeds received by such holder from the sale of such
securities. Such

<PAGE> 42
37

indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Issuer or any such other
Person and shall survive the transfer of such securities by such
Seller.

(c) Promptly after receipt by any Person under this Section of notice
of the commencement of any action, such Person (an "Indemnified
Party") shall, if a claim in respect thereof is to be made against any
other Person (an "Indemnifying Party") for indemnity under this
Section, notify the Indemnifying Party in writing of the commencement
thereof; but the omission so to notify the Indemnifying Party shall
not relieve it from any liability which it may have to any Indemnified
Party, except to the extent that the Indemnifying Party is prejudiced
thereby. The Indemnifying Party may, upon being notified of such
action, assume the defense thereof, with counsel satisfactory to such
Indemnified Party, and, after such assumption, the Indemnifying Party
shall not be liable to such Indemnified Party under this Section for
any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such Indemnified Party, in connection
with the defense thereof; provided, however, that the Indemnifying
Party may not assume the defense of the action, and shall remain
liable to the Indemnified Party for its legal expenses of counsel and
other expenses, in the event that the Indemnified Party determines
that a conflict of interest may exist between the Indemnified Party
and the Indemnifying Party.

(d) If the indemnification provided for in this Section is
unenforceable although available, or insufficient to hold harmless an
Indemnified Party hereunder for any Losses (or actions in respect
thereof) in respect of which the provisions of Section 7.06(a) or (b)
would otherwise apply by their terms, then the Indemnifying Party
shall contribute to the amount paid or payable by such Indemnified
Party as a result of such Losses (or actions in respect thereof) in
such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and the Indemnified Party on the
other hand in connection with the statements or omissions which
resulted in such Losses (or actions in respect thereof), as well as
any other relevant equitable considerations. The relative fault shall
be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact relates to information
supplied by the Indemnifying Party on the one hand or such Indemnified
Party on the other hand and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The parties agree that it would not be just
and equitable if

<PAGE> 43
38

contribution pursuant to this subsection were determined by pro rata
allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this
subsection. The amount paid or payable as a result of the Losses (or
actions in respect thereof) referred to above in this subsection shall
be deemed to include any legal or other expenses reasonably incurred
by such Indemnified Party in connection with investigating or
defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.

7.07 Option to Purchase Registrable Stock. For a period of 20
calendar days commencing on the date that the Issuer receives a request by the
Sellers to include Warrant Stock in a registration statement pursuant to this
Section 7, the Issuer shall have the right and option, in lieu of including
such Warrant Stock in such registration, to purchase for cash from such Sellers
of the Warrant Stock requested to be included in such registration and to
require such holders to sell, at the Current Market Price, all of such Warrant
Stock proposed to be registered. In order to exercise its option to purchase
Warrant Stock pursuant to this Section 7.07, the Issuer must give written
notice to the Sellers of such exercise (the "Purchase Notice") during such
20-day period. The closing of any purchase of Warrant Stock pursuant to this
Section 7.07 shall take place at the offices of the Issuer at 11:00 a.m., New
York time, on a Business Day which shall be no earlier than 15 calendar days
after the date of the Purchase Notice. If the Issuer exercises its option to
purchase Warrant Stock under this Section 7.07 in lieu of a registration under
Section 7.01, upon the payment of the purchase price in cash for such Warrant
Stock, the Issuer shall be considered as effecting the registration pursuant to
Section 7.01.

7.08 No Other Registration Rights. The Issuer shall not grant any
registration rights to any holder of securities of the Issuer in respect of
such securities if such registration rights would rank senior to, or otherwise
adversely affect, the registration rights granted in this Section 7. This
section 7.08 shall not prohibit the grant of registration rights to others on a
"pari passu" basis with those granted in this Section 7.

SECTION 8. Holders' Rights.

8.01 Delivery Expenses. If any Holder surrenders any certificate for
Warrants or Warrant Stock to the Issuer or a transfer agent of the Issuer for
exchange for instruments of other denominations or registered in another name
or names, the Issuer shall cause

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39

such new instruments to be issued and shall pay the cost of delivering to or
from the office of such Holder from or to the Issuer or its transfer agent,
duly insured, the surrendered instrument and any new instruments issued in
substitution or replacement for the surrendered instrument.

8.02 Taxes. The Issuer shall pay all taxes (other than Federal,
state or local income taxes) which may be payable in connection with the
execution and delivery of this Agreement or the issuance of the Warrants and
Warrant Stock hereunder or in connection with any modification of this
Agreement or the Warrants and shall hold each Holder harmless without
limitation as to time against any and all liabilities with respect to all such
taxes. The obligations of the Issuer under this Section 8.02 shall survive any
redemption, repurchase or acquisition of Warrants or Warrant Stock by the
Issuer, any termination of this Agreement, and any cancellation or termination
of the Warrants.

8.03 Replacement of Instruments. Upon receipt by the Issuer of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any certificate or instrument evidencing any
Warrants or Warrant Stock, and

(a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it, or

(b) in the case of mutilation, upon surrender or cancellation thereof,

the Issuer, at its expense, shall execute, register and deliver, in lieu
thereof, a new certificate or instrument for (or covering the purchase of) an
equal number of Warrants or Warrant Stock.

8.04 Indemnification. The Issuer shall indemnify and hold harmless
each of the Investor and the Holders and each of their respective directors,
officers, employees, shareholders, Affiliates and agents (each, an "indemnified
person") on demand from and against any and all losses, claims, damages,
liabilities (or actions or other proceedings commenced or threatened in respect
thereof) and expenses that arise out of, result from, or in any way relate to,
this Agreement or the Warrants, or in connection with the other transactions
contemplated hereby and thereby, and to reimburse each indemnified person, upon
its demand, for any legal or other expenses incurred in connection with
investigating, defending or participating in the defense of any such loss,
claim, damage, liability, action or other proceeding (whether or not such
indemnified person is a party to

<PAGE> 45
40

any action or proceeding out of which any such expenses arise), other than any
of the foregoing claimed by any indemnified person to the extent incurred by
reason of the gross negligence or willful misconduct of such indemnified
person. No indemnified person shall be responsible or liable to either the
Issuer or any other Person for any damages which may be alleged as a result of
or relating to this Agreement or the Warrants (other than in connection with a
breach of this Agreement), or in connection with the other transactions
contemplated hereby and thereby. Any claim for indemnity in connection with or
relating to a registration of securities pursuant to Section 7 hereof shall be
governed by Section 7.06 hereof, without regard to the provisions of this
Section 8.04.

SECTION 9. Other Covenants of Issuer. The Issuer agrees with each
Holder that, so long as any of the Warrants and/or Warrant Stock shall be
outstanding:

9.01 Financial Statements, Etc. If at any time the Issuer is not
required to file reports pursuant to Sections 13, 14(a) and 15(d) of the
Exchange Act, the Issuer shall deliver the information specified below to each
Holder:

(a) within 90 days after the end of each fiscal year of the Issuer,
its audited consolidated and consolidating balance sheet and related
statements of operations, stockholders' equity and cash flows as of
the end of and for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, together
with, in the case of such consolidated financial statements, the
report thereon by the Issuer's independent public accountants of
recognized national standing (without any qualification or exception
as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the
financial condition and results of operations of the Issuer and its
consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied and, in the case of such consolidating
financial statements, certified by its chief financial officer as
presenting fairly in all material respects the financial condition and
results of operations of the Issuer and each of its consolidated
subsidiaries in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

(b) within 45 days after the end of each of the first three fiscal
quarters of the Issuer's fiscal year, the Issuer's consolidated and
consolidating balance sheet and related statements of operations,
stockholders' equity and cash flows as of the end of and for such
month and the then elapsed portion of the fiscal year, setting forth

<PAGE> 46
41

in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the
end of) the previous fiscal year, all certified by its chief financial
officer as presenting fairly in all material respects the financial
condition and results of operations of the Issuer and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes; and

(c) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed
by the Issuer or any Subsidiary with the Commission, or any
Governmental Authority succeeding to any or all of the functions of
said Commission, or with any national securities exchange, or
distributed by the Issuer to its Shareholders generally.

9.02 Transactions with Affiliates. Except as expressly permitted by
this Agreement, the Issuer shall not, nor shall it permit any of its
Subsidiaries to, directly or indirectly, sell, lease or otherwise transfer any
property or assets to, or purchase, lease or otherwise acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) in the ordinary course of business at prices and on
terms and conditions not less favorable to the Issuer or such Subsidiary than
could be obtained on an arm's-length basis from unrelated third parties unless
approved by a majority of the Issuer's non-employee directors, (b) transactions
between or among the Issuer and its wholly owned Subsidiaries or Thai Romo
Limited not involving any other Affiliate, (c) any Restricted Payment permitted
by Section 9.09 of the Loan Agreement or (d) any transactions or arrangements
existing on the date hereof.

9.03 Restrictions on Performance. The Issuer shall not at any time
enter into an agreement or other instrument expressly limiting in any manner
its ability to perform its obligations under this Agreement or the Warrants, or
making such performance or the issuance of Warrant Stock upon the exercise of
any Warrant a default under any such agreement or instrument.

9.04 Rule 144. The Issuer will file the reports required to be filed
by it under the Securities Act and the Exchange Act so long as the Issuer is
registered under the Exchange Act. Upon the request of any Holder, the Issuer
will deliver to such Holder a written statement as to whether it has complied
with such requirements.

<PAGE> 47
42

9.05 Reservation and Authorization of Common Stock. The Issuer shall
at all times reserve and keep available for issue upon the exercise or
conversion of Warrants such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the exercise in full of all
outstanding Warrants from time to time. All shares of Common Stock which shall
be so issuable, when issued upon exercise of any Warrant and payment of the
applicable Exercise Price therefor in accordance with the terms hereof and of
the Warrants, shall be duly and validly issued by the Issuer, fully paid and
non-assessable and free and clear of all Liens.

SECTION 10. Miscellaneous.

10.01 Office of the Issuer. So long as any of the Warrants remains
outstanding, the Issuer shall maintain an office in the continental United
States of America where the Warrants may be presented for exercise, transfer,
division or combination provided herein and in the Warrants. Such office shall
be at the address of the Issuer set forth in Section 10.03 hereof unless and
until the Issuer shall designate and maintain some other office for such
purposes and give notice thereof to all Holders.

10.02 Waiver. No failure on the part of the Investor to exercise and
no delay in exercising, and no course of dealing with respect to, any right,
power or privilege under this Agreement or the Warrants shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, power or
privilege under this Agreement or the Warrant preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
remedies provided herein are cumulative and not exclusive of any remedies
provided by law.

10.03 Notices.

(a) All notices, requests and other communications provided for
herein and the Warrants (including any waivers or consents under this
Agreement and the Warrants) shall be given or made in writing,

<PAGE> 48
43

(i) if to the Issuer:

Address for Notices:

Rutherford-Moran Oil Corporation
5 Greenway Plaza, Suite 220
Houston, Texas 77046

Attention: Chief Financial Officer
Telephone No.: 713-621-7072
Fax No.: 713-622-5555

(ii) if to the Investors:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017

Attention: Richard Betz
Telephone No.: 212-270-6971
Fax No.: 212-270-2519

(iii) if to any other Person who is the registered Holder
of any Warrants or Warrant Stock, to the address for
such Holder as it appears in the stock or warrant
ledger of the Issuer;

or, in the case of any Holder, at such other address as shall be
designated by such party in a notice to the Issuer; or, in the case of
the Issuer, at such other address as the Issuer may designate in a
notice to the Investor and all other Holders.

(b) All such notices, requests and other communications shall be:
(i) personally delivered, sent by courier guaranteeing overnight
delivery or sent by registered or certified mail, return receipt
requested, postage prepaid, in each case given or addressed as
aforesaid; and (ii) effective upon receipt.

<PAGE> 49
44

10.04 Expenses, Etc. The Issuer agrees to pay or reimburse each
Investor and the Holders for: (a) all reasonable out-of-pocket costs and
expenses of each such Investors and the Holders (including the reasonable fees
and expenses of Milbank, Tweed, Hadley & McCloy and/or Freshfields, special New
York counsel to the Investors), in connection with (i) the negotiation,
preparation, execution and delivery of this Agreement and the issuance of
Warrants hereunder, and (ii) any amendment, modification or waiver of (or
consents in respect of) any of the terms of this Agreement or the Warrants; and
(b) all reasonable costs and expenses of the Investors and the Holders
(including reasonable legal fees and expenses) in connection with (i) any
default by the Issuer hereunder or under the Warrants or any enforcement
proceedings resulting therefrom, and (ii) the enforcement of this Section
10.04.

10.05 Amendments, Etc. Except as otherwise expressly provided in
this Agreement, any provision of this Agreement may be amended or modified only
by an instrument in writing signed by the Issuer and the holders of two-thirds
of the Warrant Stock issued or issuable upon exercise of the Warrants;
provided, however, that (a) the consent of the holders of any Warrant Stock or
Warrants shall not be required with respect to any amendment or waiver which
does not affect the rights or benefits of such class under this Agreement, and
(b) no such amendment or waiver shall, without the written consent of all
holders of such Warrant Stock and Warrants at the time outstanding, amend this
Section 10.05.

10.06 Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

10.07 Survival. All representations and warranties made by the
Issuer herein or in any certificate or other instrument delivered by it or on
its behalf under this Agreement shall be considered to have been relied upon by
each of the Investors and shall survive the issuance of the Warrants or the
Warrant Stock regardless of any investigation made by or on behalf of the
Investors. All statements in any such certificate or other instrument so
delivered shall constitute representations and warranties by the Issuer
hereunder. All representations and warranties made by the Investors herein
shall be considered to have been relied upon by the Issuer and shall survive
the issuance to the Investors of the Warrants or the Warrant Stock regardless
of any investigation made by the Issuer or on its behalf.

<PAGE> 50
45

10.08 Specific Performance. Damages in the event of breach of this
Agreement by an Investor, a Holder or the Issuer would be difficult, if not
impossible, to ascertain, and it is therefore agreed that each Investor, each
Holder and the Issuer, in addition to and without limiting any other remedy or
right it may have, will have the right to an injunction or other equitable
relief in any court of competent jurisdiction, enjoining any such breach, and
enforcing specifically the terms and provisions hereof, and each Investor,
Holder and the Issuer hereby waives any and all defenses it may have on the
ground of lack of jurisdiction or competence of the court to grant such an
injunction or other equitable relief. The existence of this right will not
preclude the Investors, Holders or the Issuer from pursuing any other rights
and remedies at law or in equity which the Investors, Holders or the Issuer may
have.

10.09 Captions. The captions and section headings appearing herein
are included solely for convenience of reference and are not intended to affect
the interpretation of any provision of this Agreement.

10.10 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart signature page or counterpart.

10.11 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York without giving
effect to the conflicts of law principles thereof, except to the extent that
New York conflicts of laws principles would apply the Delaware General
Corporation Law to matters relating to corporations organized thereunder.

10.12 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.

10.13 Entire Agreement. This Agreement supersedes all prior
discussions and agreements between the parties with respect to the subject
matter hereof, and together with the Warrants contains the sole and entire
agreement between the parties hereto with respect to the subject matter hereof.

<PAGE> 51
46

IN WITNESS WHEREOF, the parties hereto have duly executed this Warrant
Agreement as of the date first above written.

RUTHERFORD-MORAN OIL CORPORATION

By
------------------------------
Name:
Title:

THE CHASE MANHATTAN BANK

By
------------------------------
Name:
Title:

<PAGE> 52

Annex 1
to
Warrant Agreement

[Form of Warrant]

WARRANT

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO
THE CONDITIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF
SEPTEMBER 28, 1998 (THE "WARRANT AGREEMENT"), BETWEEN RUTHERFORD-MORAN OIL
CORPORATION, A DELAWARE COMPANY (THE "ISSUER") AND THE CHASE MANHATTAN BANK AS
THE WARRANT AGREEMENT MAY BE MODIFIED AND SUPPLEMENTED AND IN EFFECT FROM TIME
TO TIME, AND NO TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. A COPY
OF THE FORM OF THE WARRANT AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE
PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF THIS CERTIFICATE, BY
ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE
WARRANT AGREEMENT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
AND ACCORDINGLY, SUCH SECURITIES MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION
PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.

No. of Stock Units Covered Hereby: __
Warrant No. ________

WARRANT

to Purchase Common Stock of

RUTHERFORD-MORAN OIL CORPORATION

<PAGE> 53
2

THIS IS TO CERTIFY THAT [INSERT NAME OF HOLDER], or its
registered assigns (the "Holder"), is entitled to purchase in whole or in part
from time to time from RUTHERFORD-MORAN OIL CORPORATION, a Delaware company
(the "Issuer"), at any time on and after the date hereof, but not later than
5:00 p.m., New York time, on September [__], 2008 (the "Expiration Date"), ____
Stock Units (as hereinafter defined and subject to adjustment as provided
herein) at a purchase price of $.01 per share of Common Stock (the "Exercise
Price"), subject to the terms and conditions hereinbelow provided. "Stock
Unit" shall mean one share of Common Stock, as such Common Stock is constituted
on the date hereof, and thereafter shall mean such number of shares (including
any fractional shares) of Common Stock and other securities, cash or other
property as shall result from the adjustments specified in Section 6 of the
Warrant Agreement. "Common Stock" shall mean the Common Stock of the Issuer,
par value $.01 per share, or any other common stock or other securities
receivable thereon, or into which the Common Stock is convertible or
exchangeable, as a result of any recapitalization, reclassification, merger or
consolidation of, or deposition of assets by, the Issuer. All capitalized
terms unless otherwise defined herein shall have the meanings set forth in the
Warrant Agreement.

On and after the date hereof and until 5:00 p.m., New York time, on
the Expiration Date, the Holder may exercise this Warrant, on one or more
occasions, on any Business Day, in whole or in part, by delivering to the
Issuer,

(a) a written notice of the Holder's election to exercise this
Warrant, which notice shall specify the number of Stock Units
to be purchased (the "Exercise Notice");

(b) payment of the aggregate Exercise Price for the number of
Stock Units as to which this Warrant is being exercised
(payable as set forth below); and

The Exercise Price shall be payable (a) in cash or by
certified or official bank check payable to the order of the Issuer or by wire
transfer of immediately available funds to the account of the Issuer or (b) by
delivery of this Warrant Certificate to the Issuer for cancellation in
accordance with the following formula: in exchange for each share of Common
Stock issuable on exercise of each Warrant represented by this Warrant
Certificate that is being exercised, the holder shall receive such number of
shares of Common Stock as is equal to (a)(i) the product of (x) the number of
shares of Common Stock comprising a Stock Unit at the time of such conversion
and (y) the Current Market Price per share of Common Stock at the time of such
conversion minus the Exercise Price

<PAGE> 54
3

per share of Common Stock at such time, divided by (b) the Current Market Price
per share of Common Stock at the time of conversion, all as provided in the
Warrant Agreement. Such Exercise Notice may be substantially in the form of
Annex A hereto. Upon receipt thereof, the Issuer shall, as promptly as
practicable and in any event within 5 Business Days thereafter, execute or
cause to be executed and deliver or cause to be delivered to the Holder a
certificate or certificates representing the aggregate number of Warrant Stock
and other securities issuable upon such exercise and any other property to
which such Holder is entitled.

If a Holder is subject to the provisions of Regulation Y, such
Holder shall not, and shall not permit any of its Bank Holding Company
Affiliates to, exercise any Warrant if, after giving effect to such exercise,
(i) such Holder and its Bank Holding Company Affiliates would own more than 5%
of the total issued and outstanding shares of Common Stock on a fully-diluted
basis or (ii) such Holder would be deemed under Regulation Y to have the power
to exercise, directly or indirectly, a controlling influence over the
management or policies of, or would otherwise control, the Issuer (and for the
purposes of this clause (ii), a reasoned opinion of counsel to such Holder
delivered to such Holder (which is based on facts and circumstances deemed
appropriate by such counsel) to the effect that such Holder does not have the
power to exercise such a controlling influence or otherwise control the Issuer
shall be conclusive).

The certificate or certificates for Warrant Stock so delivered
shall be in such denominations as may be specified in the Exercise Notice and
shall be registered in the name of the Holder or such other name or names as
shall be designated in such Exercise Notice. Such certificate or certificates
shall be deemed to have been issued and the Holder or any other Person so
designated to be named therein shall be deemed to have become a holder of
record of Warrant Stock, including, to the extent permitted by law, the right
to vote Warrant Stock or to consent or to receive notice as a Shareholder, as
of the date on which the last of the Exercise Notice, payment of the Exercise
Price and this Warrant is received by the Issuer as aforesaid, and all taxes
required to be paid by the Holder, if any, pursuant to the Warrant Agreement,
prior to the issuance of Warrants Units have been paid. If this Warrant shall
have been exercised only in part, the Issuer shall, at the time of delivery of
the certificate or certificates representing Warrant Stock and other
securities, execute and deliver to the Holder a new Warrant evidencing the
rights of the Holder to purchase the unpurchased Stock Units called for by this
Warrant, which new Warrant shall in all other respects be identical with this
Warrant, or, at the request of the Holder, appropriate notation may be made on
this Warrant and the same returned to the Holder.

<PAGE> 55
4

The Issuer shall not be required to issue a fractional amount
of Warrant Stock upon exercise of this Warrant. As to any fraction of a
Warrant Stock which the Holder would otherwise be entitled to purchase upon
such exercise, the Issuer shall pay a cash adjustment in respect of such final
fraction in an amount equal to the same fraction of the Current Market Price
per share of Warrant Stock on the date of exercise.

THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the Issuer has duly executed this Warrant.

Dated: September __, 1998

RUTHERFORD-MORAN OIL CORPORATION

By
------------------------------
Name:
Title:

Attest:

- --------------------------------
Secretary

<PAGE> 56

Annex A
to
Warrant

FORM OF EXERCISE

(To be executed by the registered holder hereof)

The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of [the number of] [ ] Stock Units of
RUTHERFORD-MORAN OIL CORPORATION, a Delaware company, and herewith makes
payment therefor, all at the price and on the terms and conditions specified in
this Warrant, and requests that certificates for the shares of Common Stock be
issued in accordance with the instructions given below, and, if such Stock
Units shall not include all of the Stock Units to which the Holder is entitled
under this Warrant, that a new Warrant of like tenor and date for the
unpurchased balance of the Stock Units issuable hereunder be delivered to the
undersigned.

Dated:
------------------ --------------------------------
(Signature of Registered Holder)

Instructions for issuance and
registration of Common Stock:

- --------------------------------
Name of Registered Holder
(please print)

Social Security or Other Identifying
Number:
---------------------------

Please deliver certificate to
the following address:

- ------------------------------------
Street

- -------------------------------------
City, State and Zip Code

<PAGE> 57

Annex 2
to
Warrant Agreement

FORM OF ASSIGNMENT

(To be executed by the registered holder hereof)

FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the assignee named below all
the rights of the undersigned under this Warrant with respect to the number of
shares of Warrant Stock covered thereby set forth hereinbelow unto:

Number of Shares
Name of Assignee Address of Common Stock
- ------------------------------------------------------------------------------

Dated:
------------------

--------------------------------
Signature of Registered Holder

--------------------------------
Name of Registered Holder
(Please Print)

Witness:

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

<PAGE> 1

EXHIBIT
----

================================================================================

ESCROW AGREEMENT

among

RUTHERFORD-MORAN OIL CORPORATION

and

THE CHASE MANHATTAN BANK

and

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION

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

Dated as of September 28, 1998

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

================================================================================

<PAGE> 2

ESCROW AGREEMENT

Escrow Agreement (the "Agreement"), dated as of September 28,
1998, among Rutherford-Moran Oil Corporation, a Delaware corporation (the
"Company"), The Chase Manhattan Bank, a New York banking corporation ("Chase"),
and Chase Bank of Texas, National Association, as escrow agent (the "Escrow
Agent").

RECITALS

WHEREAS, the Company, Chase as Administrative Agent, and the
lenders party thereto (the "Lenders") have entered into a Second Amended and
Restated Credit Agreement dated as of September 28, 1998 (the "Credit
Agreement") pursuant to which the Lenders have agreed to lend the Company up to
$200,000,000, subject to the terms and conditions set forth in the Credit
Agreement.

WHEREAS, pursuant to Section 7.1(k) of the Credit Agreement,
it is a condition to each Lender's obligation to make loans under the Credit
Agreement that: (i) this Escrow Agreement shall have been executed and delivered
by each of the parties hereto, (ii) the Company shall have executed the Warrant
Agreement (as defined below) and (iii) the Company shall have executed and
delivered to the Escrow Agent fully executed and authenticated Warrants to be
held pursuant to this Agreement.

WHEREAS, pursuant to Section 7.1(k) of the Credit Agreement,
the Company has agreed to authorize, execute and deliver Warrants to the Escrow
Agent on the date hereof.

AGREEMENT

NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions. Capitalized terms used
herein without definition have the meanings assigned to them in the Credit
Agreement, or if not defined therein, in the Warrant Agreement. The terms set
forth below have the following meanings:

"Authorized Officer" shall mean, (x) with respect to the
Company, the President or chief financial officer and (y) with respect to Chase,
any vice president or more senior officer.

"Deferral Certificate" shall mean a certificate from an
Authorized Officer of each of the Company and Chase to the effect that a
Purchase and Sale Agreement has been executed.

"Distribution Date" shall have the meaning assigned to such
term in Section 3(a) hereof.

<PAGE> 3

"Termination Certificate" shall mean a certificate from an
Authorized Officer of each of the Company and Chase to the effect that the
closing has occurred pursuant to the Purchase and Sale Agreement.

"Warrant" and "Warrants" shall mean the warrants issued by the
Company pursuant to the Warrant Agreement, evidencing rights to purchase up to
an aggregate of 2,561,400 Stock Units (which represents 10% of the outstanding
shares of Common Stock on a fully diluted basis on the date hereof), and all
Warrants issued upon transfer, division or combination of, or in substitution
for, any thereof.

"Warrant Agreement" shall mean the Warrant Agreement dated as
of September 28, 1998 among the Company and Chase, as the same may be amended
and modified in accordance with its terms.

2. Delivery of Escrow Securities.

(a) On the date hereof, the Company shall
deliver, or cause to be delivered to the Escrow Agent (i) an original of the
Warrant Agreement, executed by the Company and Chase, and (ii) three duly
authorized and executed Warrants, registered in the name of Chase, or in such
other names as directed by Chase, pursuant to Section 2.02 of the Warrant
Agreement, representing Warrants to purchase 2,305,260 Stock Units (as such
amount of shares may be adjusted from time to time in accordance with the
Warrant Agreement), representing 9% of the Common Stock of the Company on a
fully-diluted basis as contemplated by the Warrant Agreement.

(b) The Warrants delivered to the Escrow Agent
pursuant to this Escrow Agreement shall be held in escrow and released therefrom
on the terms and conditions set forth herein.

Receipt of the Warrant Agreement and Warrants shall
be confirmed by the Escrow Agent as soon as practical by account statement, and
any discrepancies in any such account statement shall be noted by the Company
and Chase to the Escrow Agent within 30 calendar days after receipt thereof.

3. Release of Warrants.

(a) Unless the Escrow Agent has received a
Termination Certificate or a Deferral Certificate prior to such date, Warrants
shall be released from escrow and delivered to or at the direction of Chase, at
the address specified in Section 10 below (or such other address as Chase shall
specify in writing), without any action or notice by Chase or the Company to the
Escrow Agent, in the following amounts and on the following dates (each such
date, a "Distribution Date"):

<PAGE> 4

(i) 11.1111%, rounded to the nearest dollar,
(representing 256,140 Stock Units as of the
date hereof) of the Warrants originally
delivered to the Escrow Agent, on November
2, 1998;

(ii) 33.3333%, rounded to the nearest dollar,
(representing 768,420 Stock Units as of the
date hereof) of the Warrants originally
delivered to the Escrow Agent, on November
30, 1998; provided that if Chase receives
any Warrants on November 30, 1998, and a
Deferral Certificate is received by the
Escrow Agent on such date or if a closing
under the Purchase and Sale Agreement occurs
on or prior to such date, Chase shall return
any Warrants received on November 30, 1998
from the Escrow Agent pursuant to this
Escrow Agreement to the Escrow Agent; and

(iii) all of the remaining Warrants held by the
Escrow Agent, on December 31, 1998.

(b) If the Escrow Agent receives a Deferral
Certificate at any time that it is holding any of the Warrants in escrow, it
shall not distribute any Warrants to Chase or any other Person until December
31, 1998; provided that if the Escrow Agent has not received a Deferral
Certificate the Business Day prior to a Distribution Date, the Escrow Agent
shall release the Warrants scheduled to be released from Escrow on such
Distribution Date. If the Escrow Agent has not received a Termination
Certificate prior to December 31, 1998, on December 31, 1998, the Escrow Agent
shall deliver all Warrants held by it to Chase at the address specified in
Section 10 below (or at such other address as Chase shall specify in writing);
provided that if Chase receives any Warrants on December 31, 1998 and a closing
under the Purchase and Sale Agreement occurs on or has occurred prior to such
date, Chase shall return any Warrants received on December 31, 1998 from the
Escrow Agent pursuant to this Escrow Agreement to the Company.

(c) If at any time prior to December 31, 1998,
the Escrow Agent receives a Termination Certificate, the Escrow Agent shall
promptly deliver to the Company all Warrants at such time held by the Escrow
Agent.

(d) The Company will provide, or cause to be
provided, to the Escrow Agent all such information as the Escrow Agent may from
time to time reasonably request.

(e) Upon release of all of the Warrants from
escrow and the termination of this Escrow Agreement, the Escrow Agent shall
destroy the Warrant Agreement.

4. Responsibility of the Escrow Agent. The Company and
Chase appoint and designate the Escrow Agent as escrow agent for the purposes
set forth herein, and the Escrow Agent owes no duty to any other person or
entity by reason of this Escrow Agreement. The Escrow Agent accepts the duties
expressly set forth in this Escrow Agreement and undertakes to perform only such
duties relating thereto as are specifically set forth herein. The

<PAGE> 5

parties hereto agree that the following terms and conditions shall govern and
control with respect to the rights, duties, liabilities and immunities of the
Escrow Agent hereunder.

(a) The duties and obligations of the Escrow Agent shall
be determined solely by the express provisions of this Escrow Agreement, and no
implied covenants, duties or obligations (including, without limitation, any
duty to solicit the delivery of any Warrants) shall be read into this Escrow
Agreement against the Escrow Agent, nor shall it have, or be deemed to have, any
duties or responsibilities under the provisions of any other agreements
(including without limitation the Warrant Agreement) between the other parties
hereto or any other Person.

(b) The Escrow Agent shall not be liable for any error of
judgment, or any action taken, suffered or omitted by it in good faith, or
mistake of fact or law, or for anything it may do or refrain from doing in
connection herewith or therewith, except its own gross negligence or willful
misconduct.

(c) The Escrow Agent may rely and shall be authorized and
protected in acting or refraining from acting in good faith in reliance upon any
written instruction, communication, notice, request, resolution, direction,
certificate, statement, approval, appraisal, promissory note, share or warrant
certificate or other paper or document, not only as to its due execution and the
validity and effectiveness of its provision, but also as to the truth of any
information therein contained, which it in good faith believes to be genuine and
to have been presented by the proper party.

(d) The Escrow Agent may consult with counsel, auditors
and other experts of its own choice and any opinion or advice of counsel or of
such auditors or other experts shall be full and complete authorization and
protection with respect to any action taken or suffered or omitted by the Escrow
Agent hereunder in good faith and in accordance with such opinion or advice of
counsel or of such auditors or other experts within the area of their respective
expertise.

(e) The Escrow Agent may execute any of its powers or
responsibilities hereunder and exercise any rights hereunder either directly or
by or through its agents or attorneys.

(f) The Escrow Agent shall not be responsible for and
shall not be under a duty to examine or pass upon, the validity, binding effect,
execution or sufficiency of this Escrow Agreement, the Warrants or of any
agreement amendatory or supplemental hereto or thereto or the absence or
presence of any liens or encumbrances on the property held in escrow hereunder.

(g) The Escrow Agent shall be under no duty to prepare,
conduct or monitor any filing, recording or registration, re-filing,
re-recording or re-registration of this Escrow Agreement or of any agreement
amendatory hereof or of any instrument or assignment, conveyance or further
assurance, or to pay any taxes, fees or charges in connection therewith, or to
give any notice with respect thereto or to pay, inquire into or prepare, conduct
or monitor the payment of, or be under any duty in respect of or arising out of,
any tax or assessment or other governmental charge which may be levied or
assessed on the property held in escrow hereunder

<PAGE> 6

or any part thereof or any confiscation of such property. No property held in
escrow by the Escrow Agent hereunder shall be subject to any set-off,
counterclaim, recoupment or other right which the Escrow Agent may have against
any of the parties hereto (except with respect to any payments to be made to the
Escrow Agent hereunder) or against any other Person for any reason whatsoever.

(h) If any controversy arises between the parties hereto
or with any third person with respect to the subject matter of the escrow
described herein, the Escrow Agent shall not be required to determine the
outcome of same or take any action in the premises, but may await the settlement
of any such controversy by final appropriate legal proceedings or otherwise as
the Escrow Agent may require, notwithstanding instructions to the contrary, and
in such event the Escrow Agent shall not be liable for interest or damages,
except that the Escrow Agent shall not deliver the Securities held in escrow
hereunder in any manner other than in accordance with Section 3 hereof, except
in accordance with a final unappealable order of a court of competent
jurisdiction.

(i) If the Escrow Agent shall be uncertain as to its
duties or rights hereunder or shall receive instructions, claims or demands from
any party hereto which, in its opinion, conflict with any of the provisions of
this Escrow Agreement, it shall be entitled to refrain from taking any action
and its sole obligation shall be to keep safely all property held in escrow
until it shall be redirected otherwise in writing by all of the other parties
hereto or by a final order or judgment of a court of competent jurisdiction.

(j) Without limiting and in furtherance of the foregoing,
the Escrow Agent shall not be liable or responsible for any of the provisions of
the Warrants except for those expressly referred to herein.

(k) The Escrow Agent shall be responsible for holding and
disbursing the Warrants and Warrant Agreement pursuant to this Escrow Agreement;
provided, however, that in no event shall the Escrow Agent be liable for any
lost profits, lost savings or other special, exemplary, consequential or
incidental damages in excess of the Escrow Agent's fees hereunder (other than
due to the Escrow Agent's gross negligence or willful misconduct) and provided
further, that the Escrow Agent shall have no liability for any loss arising from
any cause beyond its control, including, but not limited to, the following: (a)
acts of God, force majeure, including, without limitation, war (whether or not
declared or existing), revolution, insurrection, riot, civil commotion,
accident, fire, explosion, stoppage of labor, strikes and other differences with
employees; (b) the act, failure or neglect of any of the Company and Chase or
any agent or correspondent or any other person selected by the Escrow Agent; (c)
any delay, error, omission or default of any mail, courier, telegraph, cable or
wireless agency or operator; or (d) the acts or edicts of any government or
governmental agency or other group or entity exercising governmental powers.

5. Qualifications. The Escrow Agent shall at all times
be Chase Bank of Texas, National Association, or a bank, trust company or
corporation in good standing organized and doing business under the laws of the
United States of America or a State of the United

<PAGE> 7

States, and having combined capital and surplus of not less than one hundred
million dollars ($100,000,000). If the Escrow Agent shall at any time cease to
have the foregoing qualifications, the Escrow Agent shall resign within 30 days
thereafter, such resignation to become effective as provided in Section 6
hereof.

6. Removal and Resignation. The Escrow Agent and any
successor Escrow Agent may at any time be removed at the written direction of
the Company and Chase. The Escrow Agent or any successor Escrow Agent may at any
time resign and be discharged of its obligations hereunder by giving written
notice to the Company and Chase specifying the date upon which it desires that
such resignation shall take effect. Such removal or resignation shall take
effect on the date specified in the notice of removal or resignation, which date
shall not be earlier than 30 days after the giving of the notice of removal or
resignation unless previously a successor Escrow Agent shall have been appointed
pursuant to Section 7 hereof and shall have accepted such appointment, in which
event such removal or resignation shall take effect immediately upon the
acceptance by such successor Escrow Agent. The Company agrees to take prompt
steps to have a successor Escrow Agent appointed in the manner hereinafter
provided.

7. Appointment of Successor Agent. If at any time the
Escrow Agent shall resign or be removed or otherwise become incapable of acting
or if at any time a vacancy shall occur in the office of the Escrow Agent for
any other cause, a successor Escrow Agent (duly qualified as provided in Section
5 above) shall be appointed by the Company with the consent of Chase by an
instrument in writing delivered to the Escrow Agent within the time specified
below. Upon delivery of said instrument to and acceptance of said instrument by
the successor Escrow Agent, the resignation or removal of the Escrow Agent shall
become effective and such successor Escrow Agent shall become vested with all
the rights, powers, duties and obligations of its predecessor hereunder. If no
successor Escrow Agent shall have been appointed at the effective date of
resignation or within 30 days of a notice of removal, the Escrow Agent or any
other party hereto may petition a court of competent jurisdiction for the
appointment of a successor.

8. Compensation, Reimbursement and Indemnification of
Escrow Agent. The Escrow Agent shall be entitled to compensation from the
Company in accordance with the Escrow Agent's fee schedule in effect from time
to time including reimbursement from the Company for all reasonable expenses,
disbursements, advances and liabilities incurred or made by the Escrow Agent
hereunder (including the reasonable compensation, expenses and disbursements of
the Escrow Agent's agents and counsel).

The Company agrees to indemnify the Escrow Agent for, and to
hold it harmless from and against, any loss, liability, claims, actions, damages
or expenses (including reasonable expenses and disbursements of its agents and
counsel) incurred without gross negligence or bad faith on the part of the
Escrow Agent arising out of or in connection with its entering into this Escrow
Agreement and carrying out its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in the premises.

<PAGE> 8

9. Termination. This Escrow Agreement shall terminate on
the later of (x) the receipt by the Escrow Agent of a Termination Certificate
and the delivery by the Escrow Agent to the Company of any Warrants at such time
held by the Escrow Agent and (y) the date on or following December 31, 1998 on
which the Escrow Agent has delivered to or at the direction of Chase all
Warrants at such time held by the Escrow Agent. The indemnity provision in
Section 8 hereof shall survive the termination of this Escrow Agreement.

10. Notices. Except as otherwise expressly provided
herein, all demands, notices, consents, requests and other documents authorized
or required to be given to any party to this Escrow Agreement shall be given in
writing and either personally served on an officer of such party or mailed by
registered or certified first class mail, postage prepaid or sent by telecopy,

(i) if to the Company:
Rutherford-Moran Oil Corporation
5 Greenway Plaza, Suite 220
Houston, Texas 77046
Attention: Chief Financial Officer
Telephone No.: 713-621-7072
Fax No.: 713-622-5555

(ii) if to Chase:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Richard Betz
Telephone No.: 212-270-6971
Fax No.: 212-270-2519

(iii) if to the Escrow Agent
Chase Bank of Texas, National Association
600 Travis Street, Suite 1150
Houston, Texas 77002-8086
Attention: May Ng
Telephone No.: 713-216-6467
Fax No.: 713-216-6927

or, at such other address or telecopy number as shall be designated by such
party in a notice to the other parties hereto.

(b) All such notices, requests and other communications
shall be effective upon receipt.

<PAGE> 9

11. Amendments, Etc. Except as otherwise expressly
provided in this Agreement, any provision of this Escrow Agreement may be
amended or modified only by an instrument in writing signed by each of the
parties

12. Successors and Assigns. This Escrow Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

13. Governing Law. THIS ESCROW AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

14. Waiver of Jury Trial. EACH OF THE COMPANY, CHASE AND
THE ESCROW AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS ESCROW AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

15. Severability. In the event that any one or more of
the provisions contained herein, or the application thereof in any circumstance,
is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

16. Entire Agreement. This Escrow Agreement supersedes
all prior discussions and agreements between the parties with respect to the
subject matter hereof, and contains the sole and entire agreement between the
parties hereto with respect to the subject matter hereof.

17. Counterparts. This Escrow Agreement may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

18. No Waiver. No course of dealing, nor any delay on the
part of any party hereto in exercising any rights hereunder, or any failure to
exercise the same, shall operate as a waiver of such or any other rights.

19. Descriptive Headings. The descriptive headings of the
several sections of this Escrow Agreement are inserted for convenience only and
do not constitute a part of this Escrow Agreement.

<PAGE> 10

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

RUTHERFORD-MORAN OIL CORPORATION

By:
----------------------------------
Name:
Title:

THE CHASE MANHATTAN BANK

By:
----------------------------------
Name:
Title:

CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
as Escrow Agent

By:
----------------------------------
Name:
Title:

<ARTICLE> 5
<CIK> 0001012884
<NAME> RUTHERFORD-MORAN OIL CORPORATION
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,601
<SECURITIES> 0
<RECEIVABLES> 6,964
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 36,925
<PP&E> 293,361
<DEPRECIATION> 37,678
<TOTAL-ASSETS> 327,403
<CURRENT-LIABILITIES> 14,127
<BONDS> 120,000
0
0
<COMMON> 256
<OTHER-SE> 45,984
<TOTAL-LIABILITY-AND-EQUITY> 327,403
<SALES> 27,567
<TOTAL-REVENUES> 27,882
<CGS> 18,239
<TOTAL-COSTS> 54,482
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,345
<INCOME-PRETAX> (28,667)
<INCOME-TAX> (6,593)
<INCOME-CONTINUING> (22,074)
<DISCONTINUED> 0
<EXTRAORDINARY> 7,452
<CHANGES> 0
<NET-INCOME> (29,526)
<EPS-PRIMARY> (1.15)
<EPS-DILUTED> (1.15)

</TABLE>