SNYDER OIL CORP, S-3, 1994-07-29

SNYDER OIL CORP
S-3, 1994-07-29
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

As filed with the Securities and Exchange Commission on July 29, 1994
Registration No. 33-_________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

SNYDER OIL CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 75-2306158
(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification Number)
</TABLE>
777 MAIN STREET, SUITE 2500
FORT WORTH, TEXAS 76102
817/338-4043
(Address, including zip code, and telephone number,
including area code, of
Registrant's principal executive offices)

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

PETER E. LORENZEN
SNYDER OIL CORPORATION
777 MAIN STREET, SUITE 2500
FORT WORTH, TEXAS 76102
817/882-5905
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

Copies to:
THOMAS J. EDELMAN
SNYDER OIL CORPORATION
595 MADISON AVENUE, 27TH FLOOR
NEW YORK, NEW YORK 10022
212/371-1117

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

Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement, as
determined by the Registrant.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: ( )
If any of the securities registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: (x)

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered Registered (1) per unit offering Registration
price (1) fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities (2) (3) $250,000,000 $86,207
Debt Warrants
Preferred Stock (par value $.01 per
share)
Depositary Shares (4)
Preferred Stock Warrants
Common Stock (par value $.01 per share)
Common Stock Warrants
===================================================================================================================
</TABLE>

(Footnotes on next page)

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

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
================================================================================
<PAGE> 2

(1) In no event will the aggregate maximum offering price of all securities
issued under this Registration Statement, as may be offered from time to
time, exceed $250,000,000.
(2) Subject to footnote (1), there are being registered hereunder an
indeterminate number of shares of Common Stock, Preferred Stock and
Depositary Shares, an indeterminate principal amount of Debt Securities
and an indeterminate number of Common Stock Warrants, Preferred Stock
Warrants and Debt Warrants representing rights to purchase Common Stock,
Preferred Stock and Debt Securities, as may be sold from time to time by
the Registrant. There are also being registered hereunder an
indeterminate number of shares of Common Stock, Preferred Stock and
Depositary Shares and an indeterminate principal amount of Debt
Securities as shall be issuable upon conversion or exchange of the
Preferred Stock or Debt Securities issued hereunder.
(3) The proposed maximum offering price per unit will be determined from
time to time by the Registrant in connection with the issuance by the
Registrant of the securities issued hereunder.
(4) If the Registrant elects to offer to the public fractional interests in
shares of Preferred Stock registered hereunder, Depositary Receipts to
be issued under a Depositary Agreement will be distributed to those
persons purchasing such fractional interests, and the shares of
Preferred Stock will be issued to the Depositary under the Depositary
Agreement.

<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED JULY 29, 1994

SNYDER OIL CORPORATION

DEBT SECURITIES
PREFERRED STOCK, DEPOSITARY SHARES
COMMON STOCK
WARRANTS

Snyder Oil Corporation (the "Company") may offer from time to time (i)
Debt Securities ("Debt Securities"), which may be either senior debt securities
("Senior Securities") or subordinated debt securities ("Subordinated
Securities"), consisting of debentures, notes or other unsecured evidences of
indebtedness in one or more series; (ii) shares of Preferred Stock, par value
$.01 per share ("Preferred Stock"), in one or more series, and depositary
shares ("Depositary Shares") representing a fractional interest in a share of
Preferred Stock; (iii) shares of Common Stock, par value $.01 per share
("Common Stock"); or (iv) Warrants ("Warrants") to purchase Debt Securities,
Preferred Stock, Depositary Shares or Common Stock (Debt Securities, Preferred
Stock, Depositary Shares, Common Stock and Warrants are hereafter collectively
called "Securities") at an aggregate initial offering price not to exceed
US$250,000,000 at prices and on terms to be determined at the time of sale.

All specified terms of the offering and sale of the Securities will be
set forth in one or more supplements to this Prospectus ("Prospectus
Supplement"), including (i) in the case of Debt Securities, the title,
aggregate principal amount, whether such Debt Securities are senior or
subordinate, denominations, maturity, rate, if any, of interest (which may be
fixed or variable) or method of calculation thereof, and time of payment of any
interest, any terms for redemption at the option of the Company or the holder,
any terms for sinking fund payments, any conversion or exchange rights, any
listing on a securities exchange and the initial public offering price and any
other terms in connection with the offering and sale of such Debt Securities;
(ii) in the case of Preferred Stock and Depositary Shares, the designation,
number of shares, stated value and liquidation preference per share, initial
public offering price, dividend rate (or method of calculation), dates on which
dividends will be payable and dates from which interest will accrue, voting
rights, any redemption or sinking fund provisions, any conversion or exchange
rights, whether the Company has elected to offer the Preferred Stock in the
form of Depositary Shares, any listing of the Preferred Stock on a securities
exchange, and any other terms in connection with the offering and sale of such
Preferred Stock; (iii) in the case of Common Stock, the number of shares of
Common Stock and the terms of the offering thereof; and (iv) in the case of
Warrants, the number and terms thereof, the designation and the number of
Securities issuable upon their exercise, the exercise price, any listing of the
Warrants or the underlying Securities on a securities exchange and any other
terms in connection with the offering, sale and exercise of the Warrants. The
Senior Securities will rank equally with all other unsecured Senior
Indebtedness (as defined) of the Company. The Subordinated Securities will be
subordinated to all existing and future Senior Indebtedness (as defined) of the
Company.

The Company's Common Stock is listed on the New York Stock Exchange
(Symbol "SNY"). Any Common Stock offered will be listed, subject to notice of
issuance, on such exchange. The Company also has listed on the New York Stock
Exchange $4.00 Convertible Exchangeable Preferred Stock (Symbol "SNY Pr"),
Depositary Shares representing a one-quarter interest in the Company's $6.00
Convertible Exchangeable Preferred Stock (Symbol "SNY Pr A") and 7% Convertible
Subordinated Notes due 2001 (Symbol "SNY RA").

The Company may sell Securities to or through underwriters, and also
may sell Securities directly to other purchasers or through agents. The
Prospectus Supplement will set forth the names of any underwriters or agents
involved in the sale of the Securities in respect of which this Prospectus is
being delivered, the amounts, if any, to be purchased by underwriters and the
compensation, if any, of such underwriters or agents. See "Plan of
Distribution" herein.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The date of this Prospectus is ______________,1994
<PAGE> 4

No person is authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus
or in the Prospectus Supplement, and if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or any underwriter, agent or dealer. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the Securities in respect of which this Prospectus is delivered or
an offer of any securities in any jurisdiction to any person where such an
offer would be unlawful.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at its principal offices
located at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549, and at its regional offices located at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World
Trade Center, New York, New York 10048. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, such
reports and proxy statements can be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Securities. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the
Securities offered hereby, reference is made to the Registration Statement and
related exhibits. Statements contained in this Prospectus concerning the
contents of any contract, agreement or other document filed as an exhibit to
the Registration Statement are not necessarily complete. In each instance,
reference is made to the copy of the contract, agreement or other document
filed as an exhibit to the Registration Statement for a more complete
description of the matter involved, and each such statement is qualified in all
respects by such reference. Copies of the Registration Statement may be
obtained upon payment of the prescribed fees at the offices of the Commission
set forth above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1993, as amended
and (b) Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1994. All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or
in the Prospectus Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the written or
oral request of such person, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Snyder Oil Corporation, Attention: Investor
Relations, 1625 Broadway, Suite 2200, Denver, Colorado, 303/592-8638.

2
<PAGE> 5

THE COMPANY

Snyder Oil Corporation is engaged in the development and acquisition
of oil and gas properties. In addition, the Company gathers, transports,
processes and markets natural gas. The Company also participates in
international exploration projects and development through wholly-owned and
partially-owned subsidiaries and affiliates.

The Company's principal executive office is located at 777 Main
Street, Suite 2500, Fort Worth, Texas 76102, and its telephone number is
817/338-4043. The Company maintains administrative offices in Denver and New
York and has eight field offices in Colorado, Wyoming, Texas and New Mexico.

USE OF PROCEEDS

Except as otherwise described in the accompanying Prospectus
Supplement, the net proceeds from any sale of Securities will be used for
general corporate purposes, which may include refinancing of indebtedness,
acquisitions, working capital, capital expenditures and repurchases and
redemptions of securities.

RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The ratio of earnings to fixed charges and the ratio of earnings to
combined fixed charges and preferred stock dividends for the Company and its
subsidiaries for the periods indicated below was:

Year ended December 31, Three Months
----------------------------------- Ended March 31,
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings
to fixed charges 10.6x 2.6x 2.4x 4.5x 7.6x 7.4x

Ratio of earnings
to combined fixed charges
and preferred stock dividends 10.6x 2.6x 2.2x 2.3x 2.8x 2.4x
</TABLE>

For the purposes of calculating the above ratios, earnings consist
primarily of income before income taxes and fixed charges. Fixed charges
represent interest expense and a portion of rental expense deemed
representative of the interest factor. Preferred stock dividends represent an
amount equal to income, before income tax, which would be required to meet the
dividends on the preferred stock.

3
<PAGE> 6

DESCRIPTION OF DEBT SECURITIES

The following description of the Debt Securities sets forth certain
general terms and provisions of the Debt Securities to which any Prospectus
Supplement may relate ("Offered Debt Securities"). The particular terms of the
Offered Debt Securities and the extent to which such general provisions may
apply will be described in a Prospectus Supplement relating to such Offered
Debt Securities.

The Debt Securities will be general unsecured obligations of the
Company and will constitute either senior debt securities or subordinated debt
securities. Debt Securities that will be senior debt securities ("Senior Debt
Securities") will be issued under an Indenture (the "Senior Indenture") between
the Company and a trustee, the form of which is filed as an exhibit to the
Registration Statement. Debt Securities that will be subordinated debt
securities ("Subordinated Debt Securities") will be issued under an Indenture
(the "Subordinated Indenture" and, collectively with the Senior Indenture, the
"Indentures") between the Company and a trustee (collectively with the trustee
under the Senior Indenture, the "Trustee"), the form of which is filed as an
exhibit to the Registration Statement. The statements under this caption
relating to the Debt Securities and the Indentures are summaries only and do
not purport to be complete. Such summaries make use of terms defined in the
Indentures. Wherever such terms are used herein or particular provisions of
the Indentures are referred to, such terms or provisions, as the case may be,
are incorporated by reference as part of the statements made herein, and such
statements are qualified in their entirety by such reference. Certain defined
terms in the Indentures are capitalized herein. The italicized references
below apply to the section numbers in each of the Indentures, unless otherwise
indicated.

GENERAL

The Indentures do not limit the aggregate principal amount of Debt
Securities which can be issued thereunder and provide that Debt Securities may
be issued from time to time thereunder in one or more series, each in an
aggregate principal amount authorized by the Company prior to issuance. The
Indentures do not limit the amount of other unsecured indebtedness or
securities which may be issued by the Company.

Unless otherwise indicated in a Prospectus Supplement, the Debt
Securities will not benefit from any covenant or other provision that would
afford Holders of such Debt Securities special protection in the event of a
highly leveraged transaction involving the Company.

Reference is made to the Prospectus Supplement for the following terms
of the Offered Debt Securities: (a) the title and aggregate principal amount
of the Offered Debt Securities; (b) the date or dates on which the Offered Debt
Securities will mature; (c) the rate or rates (which may be fixed or variable)
per annum, if any, at which the Offered Debt Securities will bear interest or
the method of determining such rate or rates; (d) the date or dates from which
such interest, if any, will accrue and the date or dates at which such
interest, if any, will be payable; (e) the terms for redemption or early
payment, if any, including any mandatory or optional sinking fund or analogous
provision; (f) the terms for conversion or exchange, if any, of the Offered
Debt Securities; (g) the classification as Senior Debt Securities or
Subordinated Debt Securities; (h) whether such Offered Debt Securities will be
issued in fully registered form or in bearer form or any combination thereof;
(i) whether such Offered Debt Securities will be issued in the form of one or
more global securities and whether such global securities are to be issuable in
temporary global form or permanent global form; (j) if other than U.S. dollars,
the currency, currencies or currency unit or units in which such Offered Debt
Securities will be denominated and in which the principal of and premium and
interest, if any, on such Offered Debt Securities will be payable; (k) whether,
and the terms and conditions on which, the Company or a Holder may elect that,
or the other circumstances under which, payment of principal of or premium or
interest, if any, on such Offered Debt Securities is to be made in a currency
or currencies or currency unit or units other than that in which such Offered
Debt Securities are denominated; (l) information with respect to book-entry
procedures, if any; and (m) any other specific terms of the Offered Debt
Securities. Reference is also made to the Prospectus Supplement for
information with respect to any additional covenants that may be included in
the terms of the Offered Debt Securities. (Section 301)

4
<PAGE> 7

No service charge will be made for any registration of transfer or
exchange of the Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305)

Offered Debt Securities may be sold at a discount (which may be
substantial) below their stated principal amount bearing no interest or
interest at a rate which at the time of issuance is below market rates. Any
material United States federal income tax consequences and other special
considerations applicable thereto will be described in the Prospectus
Supplement relating to any such Offered Debt Securities.

If any of the Offered Debt Securities are sold for any foreign
currency or currency unit or if the principal of or premium or interest, if
any, on any of the Offered Debt Securities is payable in any foreign currency
or currency unit, the restrictions, elections, tax consequences, specific terms
and other information with respect to such Offered Debt Securities and such
foreign currency or currency unit will be set forth in the Prospectus
Supplement relating thereto.

EVENTS OF DEFAULT

Unless otherwise provided with respect to any series of Debt
Securities, the following are Events of Default under each Indenture with
respect to the Debt Securities of such series issued under such Indenture: (a)
failure to pay principal of or premium, if any, on any Debt Securities of such
series when due; (b) failure to pay interest, if any, on any Debt Security of
such series when due, continued for 30 days; (c) failure to deposit any
mandatory sinking fund payment, when due, in respect of the Debt Securities of
such series, continued for 60 days; (d) failure to perform any other covenant
of the Company in the applicable Indenture (other than a covenant included in
the applicable Indenture for the benefit of a series of Debt Securities other
than such series), continued for 90 days after written notice as provided in
the applicable Indenture; (e) certain events of bankruptcy, insolvency or
reorganization; and (f) any other Event of Default as may be specified with
respect to Debt Securities of such series. (Section 501) If an Event of
Default with respect to any outstanding series of Debt Securities occurs and is
continuing, either the Trustee or the Holders of at least 25% in principal
amount of the outstanding Debt Securities of such series (in the case of an
Event of Default described in clause (a), (b), (c) or (f) above) or at least
25% in principal amount of all outstanding Debt Securities under the applicable
Indenture (in the case of other Events of Default) may declare the principal
amount of all the Debt Securities of the applicable series (or of all
outstanding Debt Securities under the applicable Indenture, as the case may be)
to be due and payable immediately. At any time after a declaration of
acceleration has been made, but before a judgment has been obtained, the
Holders of a majority in principal amount of the outstanding Debt Securities of
such series (or of all outstanding Debt Securities under the applicable
Indenture, as the case may be) may, under certain circumstances, rescind and
annul such acceleration. (Section 502) Depending on the terms of other
indebtedness of the Company outstanding from time to time, an Event of Default
under an Indenture may give rise to cross defaults on such other indebtedness
of the Company.

Each Indenture provides that the Trustee will, within 90 days after
the occurrence of a default in respect of any series of Debt Securities, give
to the Holders of the Debt Securities of such series notice of all uncured and
unwaived defaults known to it; provided, however, that except in the case of a
default in the payment of the principal of or premium or interest, if any, on,
or any sinking fund installment with respect to, any Debt Securities of such
series, the Trustee will be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the interest of the
Holders of the Debt Securities of such series; and provided further, however,
that such notice shall not be given until at least 60 days after the occurrence
of a default in the performance, or breach, of any covenant or warranty of the
Company under such Indenture other than for the payment of the principal of or
premium or interest, if any, on, or any sinking fund installment with respect
to, any Debt Securities of such series. For the purpose of this provision,
"default" with respect to Debt Securities of any series means any event which
is, or after notice or lapse of time, or both, would become, an Event of
Default with respect to the Debt Securities of such series. (Section 602)

5
<PAGE> 8

The Holders of a majority in principal amount of the outstanding Debt
Securities of any series (or, in certain cases, all outstanding Debt Securities
under the applicable Indenture) have the right, subject to certain limitations,
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series (or of all
outstanding Debt Securities under the applicable Indenture). (Section 512)
Each Indenture provides that in case an Event of Default shall occur and be
continuing, the Trustee shall exercise such of its rights and powers under the
applicable Indenture and use the same degree of care and skill in their
exercise as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs. (Section 601) Subject to such provisions, the
Trustee will be under no obligation to exercise any of its rights or powers
under either Indenture at the request of any of the Holders of the Debt
Securities unless they shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request. (Section 603)

The Holders of a majority in principal amount of the outstanding Debt
Securities of any series (or, in certain cases, all outstanding Debt Securities
under the applicable Indenture) may on behalf of the Holders of all Debt
Securities of such series (or of all outstanding Debt Securities under the
applicable Indenture) waive any past default under the applicable Indenture,
except a default in the payment of the principal of or premium or interest, if
any, on any Debt Security or in respect of a provision which under the
applicable Indenture cannot be modified or amended without the consent of the
Holder of each outstanding Debt Security affected. (Section 513) The Holders
of a majority in principal amount of the outstanding Debt Securities affected
thereby may on behalf of the Holders of all such Debt Securities waive
compliance by the Company with certain restrictive provisions of the
Indentures. (Section 1009)

The Company is required to furnish to the Trustee annually a statement
as to the performance by the Company of certain of its obligations under each
Indenture and as to any default in such performance. (Section 1008)

MODIFICATION

Modifications and amendments of each Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
principal amount of the outstanding Debt Securities under the applicable
Indenture affected thereby; provided, however, that no such modification or
amendment may, without the consent of the Holder of each outstanding Debt
Security affected thereby, (a) change the stated maturity date of the principal
of or any installment of interest, if any, on any Debt Security, (b) reduce the
principal amount of or the premium or interest, if any, on any Debt Security,
(c) change the place or currency, currencies, or currency unit or units or
payment of principal of or premium or interest, if any, on any Debt Security,
(d) impair the right to institute suit for the enforcement of any payment on or
with respect to any Debt Security or (e) reduce the percentage in principal
amount of outstanding Debt Securities the consent of whose Holders is required
for modification or amendment of the Indentures or for waiver of compliance
with certain provisions of the Indentures or for waiver of certain defaults.
(Section 902)

Each Indenture provides that the Company and the Trustee may, without
the consent of any Holders of Debt Securities, enter into supplemental
indentures for the purposes, among other things, of adding to the Company's
covenants, adding additional Events of Default, establishing the form or terms
of Debt Securities or curing ambiguities or inconsistencies in the applicable
Indenture, provided such action to cure ambiguities or inconsistencies shall
not adversely affect the interests of the Holders of the Debt Securities in any
material respect.

CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company, without the consent of any Holders of outstanding Debt
Securities, may consolidate with or merge into, or convey, transfer or lease
its assets substantially as an entirety to any Person, provided that the Person
formed by such consolidation or into which the Company is merged or which
acquires or leases the assets of the Company substantially as an entirety is a
corporation, partnership or trust organized under the laws of any United States
jurisdiction and assumes by supplemental indenture the Company's obligations on
the Debt Securities and under the Indentures, that after giving effect to the
transaction, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing, and that certain other conditions are met. Upon

6
<PAGE> 9

compliance with these provisions by a successor Person, the Company will
(except in the case of a lease) be relieved of its obligations under the
Indentures and the Debt Securities. (Article Eight)

DISCHARGE AND DEFEASANCE

The Company may terminate its obligations under each Indenture, other
than its obligations to pay the principal of and premium and interest, if any,
on the Debt Securities of any series and certain other obligations, if it (a)
irrevocably deposits or causes to be irrevocably deposited with the Trustee as
trust funds money or U.S. Government Obligations maturing as to principal and
interest sufficient to pay the principal of, any interest on, and any mandatory
sinking funds in respect of, all outstanding Debt Securities of such series on
the stated maturity of such payments or on any redemption date and (b) complies
with any additional conditions specified to be applicable with respect to the
covenant defeasance of Debt Securities of such series. (Section 401)

The terms of any series of Debt Securities may also provide for legal
defeasance pursuant to each Indenture. In such case, if the Company (a)
irrevocably deposits or causes to be irrevocably deposited money or U.S.
Government Obligations as described above, (b) makes a request to the Trustee
to be discharged from its obligations on the Debt Securities of such series and
(c) complies with any additional conditions specified to be applicable with
respect to legal defeasance of Securities of such series, then the Company
shall be deemed to have paid and discharged the entire indebtedness on all the
outstanding Debt Securities of such series and the obligations of the Company
under the applicable Indenture and the Debt Securities of such series to pay
the principal of and premium and interest, if any, on the Debt Securities of
such series shall cease, terminate and be completely discharged, and the
Holders thereof shall thereafter be entitled only to payment out of the money
or U.S. Government Obligations deposited with the Trustee as aforesaid, unless
the Company's obligations are revived and reinstated because the Trustee is
unable to apply such trust fund by reason of any legal proceeding, order or
judgment. (Sections 403 and 404)

The term "U.S. Government Obligations" is defined in each Indenture as
direct noncallable obligations of, or noncallable obligations the payment of
principal of and interest on which is guaranteed by, the United States of
America, or to the payment of which obligations or guarantees the full faith
and credit of the United States of America is pledged, or beneficial interests
in a trust the corpus of which consists exclusively of money or such
obligations or a combination thereof.

FORM, EXCHANGE, REGISTRATION AND TRANSFER

Debt Securities are issuable in definitive form as Registered Debt
Securities, as Bearer Debt Securities or both. Unless otherwise indicated in
an applicable Prospectus Supplement, Bearer Debt Securities will have interest
coupons attached. Debt Securities are also issuable in temporary or permanent
global form. (Section 301) See "Global Securities."

Registered Debt Securities of any series will be exchangeable for
other Registered Debt Securities of the same series and of a like aggregate
principal amount and tenor of different authorized denominations. In addition,
with respect to any series of Bearer Debt Securities, at the option of the
Holder, subject to the terms of the applicable Indenture, Bearer Debt
Securities (with all unmatured coupons, except as provided below, and all
matured coupons in default) of such series will be exchangeable into Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor. Bearer Debt Securities surrendered in
exchange for Registered Debt Securities between a Regular Record Date or a
Special Record Date and the relevant date for payment of interest shall be
surrendered without the coupon relating to such date for payment of interest,
and interest accrued as of such date will not be payable in respect of the
Registered Debt Security issued in exchange for such Bearer Debt Security, but
will be payable only to the Holder of such coupon when due in accordance with
the terms of the applicable Indenture. (Section 305)

In connection with its sale during the restricted period (as defined
below), no Bearer Debt Security (including a Debt Security in permanent global
form that is either a Bearer Debt Security or exchangeable for Bearer Debt
Securities) shall be mailed or otherwise delivered to any location in the
United States (as defined under "--Limitations on Issuance of

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Bearer Debt Securities") and a Bearer Debt Security may be delivered outside
the United States in definitive form in connection with its original issuance
only if prior to delivery the Person entitled to receive such Bearer Debt
Security furnishes written certification, in the form required by the
applicable Indenture, to the effect that such Bearer Debt Security is owned by:
(a) a Person (purchasing for its own account) who is not a United States Person
(as defined under "--Limitations on Issuance of Bearer Debt Securities"); (b) a
United States Person who (i) is a foreign branch of a United States financial
institution purchasing for its own account or for resale or (ii) acquired such
Bearer Debt Security through the foreign branch of a United States financial
institution and who for purposes of the certification holds such Bearer Debt
Security through such financial institution on the date of certification and,
in either case, such United States financial institution certifies to the
Company or the distributor selling the Bearer Debt Security within a reasonable
time stating that it agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations thereunder, or (c) a United States or
foreign financial institution for purposes of resale within the "restricted
period" as defined in United States Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7). A financial institution described in clause (c) of the
preceding sentence (whether or not also described in clauses (a) and (b)) must
certify that it has not acquired the Bearer Debt Security for purpose of
resale, directly or indirectly, to a United States Person or to a Person within
the United States or its possessions. In the case of a Bearer Debt Security in
permanent global form, such certification must be given in connection with
notation of a beneficial owner's interest therein in connection with the
original issuance of such Debt Security or upon exchange of a portion of a
temporary global Security. (Section 303) See "--Limitations on Issuance of
Bearer Debt Securities" and "Global Securities."

Debt Securities may be presented for exchange as provided above, and
Registered Debt Securities may be presented for registration of transfer (with
the form of transfer endorsed thereon duly executed), at the office of the
Security Registrar or at the office of any transfer agent designated by the
Company for such purpose with respect to any series of Debt Securities and
referred to in an applicable Prospectus Supplement, without service charge and
upon payment of any taxes and other governmental charges as described in the
applicable Indenture. Such transfer or exchange will be effected upon the
Security Registrar or such transfer agent, as the case may be, being satisfied
with the documents of title and identity of the Person making the request. The
Company has appointed the Trustee as Security Registrar. (Section 305) If a
Prospectus Supplement refers to any transfer agents (in addition to the
Security Registrar) initially designated by the Company with respect to any
series of Debt Securities, the Company may at any time rescind the designation
of any such transfer agent or approve a change in the location through which
any such transfer agent acts, except that, if Debt Securities of a series are
issuable solely as Registered Debt Securities, the Company will be required to
maintain a transfer agent in each Place of Payment for such series and, if Debt
Securities of a series are issuable as Bearer Debt Securities, the Company will
be required to maintain (in addition to the Security Registrar) a transfer
agent in a Place of Payment for such series located outside the United States.
The Company may at any time designate additional transfer agents with respect
to any series of Debt Securities. (Section 1002)

In the event of any redemption in part, the Company shall not be
required to (a) issue, register the transfer of or exchange Debt Securities of
any series during a period beginning at the opening of business 15 days prior
to the selection of Debt Securities of that series for redemption and ending on
the close of business on (i) if Debt Securities of the series are issuable only
as Registered Debt Securities, the day of mailing of the relevant notice of
redemption and (ii) if Debt Securities of the series are issuable as Bearer
Debt Securities, the day of the first publication of the relevant notice of
redemption or, if Debt Securities of the series are also issuable as Registered
Debt Securities and there is no publication, the day of mailing of the relevant
notice of redemption; (b) register the transfer of or exchange any Registered
Debt Security, or portion thereof, called for redemption, except the unredeemed
portion of any Registered Debt Security being redeemed in part; or (c) exchange
any Bearer Debt Security called for redemption, except to exchange such Bearer
Debt Security for a Registered Debt Security of that series and like tenor
which is simultaneously surrendered for redemption. (Section 305)

PAYMENT AND PAYING AGENTS

Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of and premium and interest, if any, on Bearer Debt
Securities will be payable, subject to any applicable laws and regulations, in
the designated

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<PAGE> 11

currency or currency unit, at the offices of such Paying Agents outside the
United States as the Company may designate from time to time, at the option of
the Holder, by check or by transfer to an account maintained by the payee with
a bank located outside the United States; provided, however, that the written
certification described above under "-- Form, Exchange, Registration and
Transfer" has been delivered prior to the first actual payment of interest.
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
interest on Bearer Debt Securities on any Interest Payment Date will be made
only against surrender to the Paying Agent of the coupon relating to such
Interest Payment Date. (Section 1001) No payment with respect to any Bearer
Debt Security will be made at any office or agency of the Company in the United
States or by check mailed to any address in the United States or by transfer to
any account maintained with a bank located in the United States, nor shall any
payments be made in respect of Bearer Debt Securities upon presentation to the
Company or its designated Paying Agents within the United States.
Notwithstanding the foregoing, payments of principal of and premium and
interest, if any, on Bearer Debt Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in the Borough
of Manhattan, The City of New York, if (but only if) payment of the full amount
thereof in U.S. dollars at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 1002)

Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of and premium and interest, if any, on Registered Debt
Securities will be made in the designated currency or currency unit at the
office of such Paying Agent or Paying Agents as the Company may designate from
time to time, except that at the option of the Company payment of any interest
may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register. Unless otherwise indicated
in an applicable Prospectus Supplement, payment of any installment of interest
on Registered Debt Securities will be made to the Person in whose name such
Registered Debt Security is registered at the close of business on the Regular
Record Date for such interest. (Section 307)

Unless otherwise indicated in an applicable Prospectus Supplement, the
Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York will be designated as a Paying Agent for the Company for payments with
respect to Debt Securities which are issuable solely as Registered Debt
Securities, and the Company will maintain a Paying Agent outside the United
States for payments with respect to Debt Securities (subject to limitations
described above in the case of Bearer Debt Securities) which are issuable
solely as Bearer Debt Securities, or as both Registered Debt Securities and
Bearer Debt Securities. Any Paying Agents outside the United States and any
other Paying Agents in the United States initially designated by the Company
for the Debt Securities will be named in an applicable Prospectus Supplement.
The Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that, if Debt Securities of a series are issuable
solely as Registered Debt Securities, the Company will be required to maintain
a Paying Agent in each Place of Payment for such series and, if Debt Securities
of a series are issuable as Bearer Debt Securities, the Company will be
required to maintain (a) a Paying Agent in the Borough of Manhattan, The City
of New York for principal payments with respect to any Registered Debt
Securities of the series (and for payments with respect to Bearer Debt
Securities of the series in the circumstances described above, but not
otherwise), and (b) a Paying Agent in a Place of Payment located outside the
United States where Debt Securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment; provided, however, that
if the Debt Securities of such series are listed on the International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited, the
Luxembourg Stock Exchange or any other stock exchange located outside the
United States and such stock exchange shall so require, the Company will
maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, for the Debt Securities
of such series. (Section 1002)

All moneys paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security which remain
unclaimed at the end of three years after such principal, premium or interest
shall have become due and payable will (subject to applicable escheat laws) be
repaid to the Company and the Holder of such Debt Security or any coupon will
thereafter look only to the Company for payment thereof. (Section 1003)

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LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES

In compliance with United States federal tax laws and regulations,
Bearer Debt Securities (including securities in permanent global form that are
either Bearer Debt Securities or exchangeable for Bearer Debt Securities) will
not be offered or sold during the restricted period (as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) (generally, the
first 40 days after the closing date, and, with respect to unsold allotments,
until sold) within the United States or to United States Persons (each as
defined below) other than to an office located outside the United States of a
United States financial institution (as defined in Section 1.165-12(c)(1)(v) of
the United States Treasury Regulations), purchasing for its own account or for
resale or for the account of certain customers, that provides a certificate
stating that it agrees to comply with the requirements of Section
165(j)(3)(A),(B) or (C) of the Code and the United States Treasury Regulations
thereunder, or to certain other Persons described in Section
1.163-5(c)(2)(i)(D)(1)(iii)(B) of the United States Treasury Regulations.
Moreover, such Bearer Debt Securities will not be delivered in connection with
their sale during the restricted period within the United States. Any
underwriters, agents and dealers participating in the offering of Bearer Debt
Securities must covenant that they will not offer or sell during the restricted
period any Bearer Debt Securities within the United States or to United States
Persons (other than the persons described above) or deliver in connection with
the sale of Bearer Debt Securities during the restricted period any Bearer Debt
Securities within the United States and that they have in effect procedures
reasonably designed to ensure that their employees and agents who are directly
engaged in selling the Bearer Debt Securities are aware of the restrictions
described above. No Bearer Debt Security (other than a temporary global Bearer
Debt Security) will be delivered in connection with its original issuance nor
will interest be paid on any Bearer Debt Security until receipt by the Company
of the written certification described above under "--Form, Exchange,
Registration and Transfer." Each Bearer Debt Security, other than a temporary
global Bearer Debt Security, will bear a legend to the following effect: "Any
United States person who holds this obligation will be subject to limitations
under the United States income tax laws, including the limitations provided in
Sections 165(j) and 1287(a) of the Internal Revenue Code."

United States Holders of Bearer Debt Securities generally will not be
entitled to deduct any loss sustained on Bearer Debt Securities (other than
Bearer Debt Securities having a maturity of one year or less from the date of
issue).

As used herein, "United States Person" means any citizen or resident
of the Untied States, any corporation, partnership or other entity created or
organized in or under the laws of the United States and any estate or trust the
income of which is subject to United States federal income taxation regardless
of its source, and "United States" means the United States of America
(including the states and the District of Columbia) and its possessions.

MEETINGS

The Indentures contain provisions for convening meetings of the
Holders of Debt Securities of a series. (Section 1301) A meeting may be called
at any time by the Trustee, and also, upon request, by the Company or the
Holders of at least 10% in principal amount of the Outstanding Debt Securities
of such series, in any such case upon notice given as described under
"--Notices" below. (Section 1302) Except for any consent that must be given by
the Holder of each Outstanding Debt Security affected thereby, as described
under "--Modification" above, any resolution presented at a meeting or
adjourned meeting at which a quorum is present may be adopted by the
affirmative vote of the Holders of a majority in principal amount of the
Outstanding Debt Securities of that series; provided, however, that, except for
any consent that must be given by the Holder of each Outstanding Debt Security
affected thereby, as described under "-- Modification" above, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that may be made, given or taken by the Holders of a
specified percentage, which is less than a majority in principal amount of the
Outstanding Debt Securities of a series, may be adopted at a meeting or
adjourned meeting duly reconvened at which a quorum is present by the
affirmative vote of the Holders of such specified percentage in principal
amount of the Outstanding Debt Securities of that series. Subject to the
proviso set forth above, any resolution passed or decision taken at any meeting
of the Holders of Debt Securities of any series duly held in accordance with
the Indenture will be binding on all Holders of Debt Securities of that series
and any related coupons. The quorum at any meeting called to adopt a
resolution, and at any reconvened meeting, will be Persons holding or
representing a majority in principal amount of the Outstanding Debt Securities
of a series. (Section 1304)

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NOTICES

Except as otherwise provided in the Indentures, notices to Holders of
Bearer Debt Securities will be given by publication at least twice in a daily
newspaper in The City of New York and London or other capital city in Western
Europe and in such other city or cities as may be specified in such Securities.
Notices to Holders of Registered Debt Securities will be given by mail to the
addresses of such Holders as they appear in the Security Register. (Section
107)

THE TRUSTEE

Each Indenture contains certain limitations on the right of the
Trustee, as a creditor of the Company, to obtain payment of claims in certain
cases and to realize on certain property received with respect to any such
claims, as security or otherwise. (Section 613) The Trustee is permitted to
engage in other transactions, except that, if it acquires any conflicting
interest (as defined), it must eliminate such conflict or resign. (Section
608)

The Trustee has made loans to the Company and its subsidiaries and
affiliates from time to time in the ordinary course of business and at
prevailing interest rates under agreements with commercial bank groups. In
addition, the Trustee serves as a depositary of funds of, and performs other
services for, the Company and its trustee under two other indentures pursuant
to which several outstanding series of the Company's debentures have been
issued.

SUBORDINATION

The payment of the principal of and premium, if any, and interest on
the Subordinated Debt Securities is, to the extent set forth in the
Subordinated Indenture, subordinated in right of payment to the prior payment
in full of all Senior Indebtedness, whether now outstanding or incurred in the
future (Section 1301 of the Subordinated Indenture). Upon any payment or
distribution of assets of the Company to creditors upon any liquidation,
dissolution, winding up, assignment for the benefit of creditors or marshalling
of assets and liabilities or any bankruptcy, insolvency, receivership,
liquidation, reorganization or similar proceedings of the Company, the holders
of all Senior Indebtedness will first be entitled to receive any payment in
full of all amounts due or to become due thereon before the Holders of the
Subordinated Debt Securities will be entitled to receive any payment (other
than any payment in the form of Permitted Junior Securities) on account of the
principal of or premium, if any, or interest on the Subordinated Debt
Securities (Section 1302 of the Subordinated Indenture).

No payment (other than any payment in the form of Permitted Junior
Securities) on account of principal of and premium, if any, or interest on the
Subordinated Debt Securities may be made if a Payment Event of Default shall
have occurred and be continuing. In addition, no payment (other than any
payment in the form of Permitted Junior Securities) on account of principal of
or premium, if any, or interest on the Subordinated Debt Securities may be made
if a Non-payment Event of Default shall have occurred and be continuing, for
the period (a "Payment Blockage Period") commencing on receipt of notice of
such event of default by the Trustee from holders of at least a majority in
principal amount of any Designated Senior Indebtedness (or any other trustee or
other representative therefor) and ending on the earlier of (i) the date such
Non-payment Event of Default has been cured or waived or has ceased to exist or
any acceleration of such Designated Senior Indebtedness has been rescinded or
annulled or such Designated Senior Indebtedness shall have been discharged and
(ii) the date 176 days after such receipt of notice. Any number of such
notices may be given; provided, however, that, during any 360-day period, the
aggregate Payment Blockage Periods shall not exceed 176 days and there shall be
a period of at least 184 consecutive days when no Payment Blockage Period is in
effect. No default existing or continuing when a Payment Blockage Period
begins may be the basis for any subsequent Payment Blockage Period unless such
default has been cured for a period of at least 90 consecutive days. In the
event that, notwithstanding the restrictions described in the preceding
sentences, the Company makes any payment to the Trustee or a Holder of
Subordinated Debt Securities prohibited by any such restriction, with such
Trustee or Holder, as the case may be, knowing of such contravention before
receipt thereof, then such payment will be required to be paid over and
delivered forthwith to the Company to the extent necessary to pay in full all
such Senior Indebtedness (Section 1302 of the Subordinated Indenture).

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The subordination rights of holders of Senior Indebtedness will not be
prejudiced or impaired by any acts or failures to act by the Company or by any
such holder (Section 1308 of the Subordinated Indenture). The subordination of
the Subordinated Debt Securities set forth above will not prevent the
occurrence of any Event of Default under the Subordinated Indenture.
Furthermore, the subordination of the Subordinated Debt Securities as set forth
above will not impair, as between the Company, the Holders of the Subordinated
Debt Securities and creditors of the Company other than holders of Senior
Indebtedness, the obligations of the Company to make payments on the
Subordinated Debt Securities in accordance with their terms. In certain
circumstances, as set forth in the Indenture, the Holders of Subordinated Debt
Securities will be subrogated to certain rights of the holders of Senior
Indebtedness upon payment in full of all Senior Indebtedness (Section 1302 of
the Subordinated Indenture).

By reason of such subordination, in the event of insolvency of the
Company, the holders of Senior Indebtedness (as well as other creditors of the
Company who are holders of indebtedness that is not subordinated to the Senior
Indebtedness) may recover more, ratably, than the Holders of the Subordinated
Debt Securities.

The Subordinated Debt Securities will also be effectively subordinated
to all liabilities, including trade payables and capitalized lease obligations,
if any, of the Company's subsidiaries. Any right of the Company to receive the
assets of any of its subsidiaries upon their liquidation or reorganization (and
the consequent right of the Holders of the Subordinated Debt Securities to
participate in those assets) will be subject to the prior payment of claims of
that subsidiary's creditors (including trade creditors), except to the extent
that the Company is itself a creditor of such subsidiary, in which case the
claims of the Company would still be subject to the prior payment of claims
secured by security interests in the assets of such subsidiary and any other
indebtedness of such subsidiary senior to that held by the Company.

If Subordinated Debt Securities are issued under the Subordinated
Indenture, the aggregate principal amount of Senior Indebtedness outstanding as
of a recent date will be set forth in the Prospectus Supplement. The
Subordinated Indenture does not restrict the amount of Senior Indebtedness that
the Company may incur.

CERTAIN DEFINITIONS

The term "Bank Credit Facility" is defined in the Indenture as the
Company's existing bank credit facility and any renewals, amendments,
extensions, supplements, modifications, refinancing or replacements thereof
(whether or not the principal amount outstanding thereunder shall be
increased)(Section 101 of the Subordinated Indenture).

The term "Designated Senior Indebtedness" is defined in the
Subordinated Indenture as (i) all Senior Indebtedness under the Bank Credit
Facility if the sum of the amounts outstanding under the Bank Credit Facility
and the amounts available for borrowing thereunder is equal to or greater than
$25,000,000 and (ii) all other Senior Indebtedness having an outstanding
principal amount equal to or greater than $25,000,000 (provided, however, that
the agreements, indentures or other instruments evidencing any Senior
Indebtedness referred to in this clause (ii) specifically state that such
Senior Indebtedness shall be classified as "Designated Senior Indebtedness" for
purposes of the Subordinated Indenture) (Section 101 of the Subordinated
Indenture).

The term "Indebtedness," as applied to any Person, is defined in the
Subordinated Indenture as all indebtedness, whether or not represented by
bonds, debentures, notes or other securities, created or assumed by such Person
for the repayment of money borrowed, and obligations, computed in accordance
with generally accepted accounting principles, as lessee under leases that
should be, in accordance with generally accepted accounting principles, treated
as capital leases. All Indebtedness secured by a lien upon property owned by
the Company or any Subsidiary and upon which Indebtedness such Person
customarily pays interest, although such Person has not assumed or become
liable for the payment of such Indebtedness, shall be deemed to be Indebtedness
of such Person. All Indebtedness of others guaranteed as to payment of
principal by such Person or in effect guaranteed by such Person through a
contingent agreement to purchase such Indebtedness shall also be deemed to be
Indebtedness of such Person (Section 101 of the Subordinated Indenture).

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The term "Non-payment Event of Default" is defined in the Subordinated
Indenture as any event (other than a Payment Event of Default) the occurrence
of which entitles any one or more persons to accelerate the maturity of any
Designated Senior Indebtedness (Section 101 of the Subordinated Indenture).

The term "Payment Event of Default" is defined in the Subordinated
Indenture as any default in the payment of principal of or premium, if any, or
interest on any Designated Senior Indebtedness when due (whether at maturity,
upon acceleration or otherwise) (Section 101 of the Subordinated Indenture).

The term "Permitted Junior Securities" is defined in the Subordinated
Indenture as subordinated debt securities of the Company (or any successor
obligor with respect to the Senior Indebtedness) provided for by a plan of
reorganization or readjustment that are subordinated in right of payment to all
Senior Indebtedness that may be outstanding to substantially the same extent
as, or to a greater extent than, the Subordinated Debt Securities are
subordinated as provided in the Subordinated Indenture (Section 101 of the
Subordinated Indenture).

The term "Senior Indebtedness" is defined in the Subordinated
Indenture as all obligations of the Company under the Bank Credit Facility and
(b) all other Indebtedness of the Company, whether currently outstanding or
hereafter issued; provided that "Senior Indebtedness" shall not include (i) the
Company's 7% Convertible Subordinated Notes due 2001, (ii) the Company's 8%
Convertible Subordinated Debentures and 6% Convertible Subordinated Debentures,
if and when issued, for which the Company's existing preferred stock is
exchangeable, (iii) any obligation owed to a Subsidiary or an Affiliate of the
Company, (iv) any obligation that by the terms of the instrument creating or
evidencing the same is not superior in right of payment to the Subordinated
Debt Securities, and (v) any obligation constituting a trade account payable
(Section 101 of the Subordinated Indenture).

The term "Subsidiary" is defined in the Indenture as a corporation
more than 50% of the outstanding voting stock of which is owned, directly or
indirectly, by the Company or by one or more other Subsidiaries, or by the
Company and one or more other Subsidiaries. For the purposes of this
definition, "voting stock" means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency (Section
101).

DESCRIPTION OF PREFERRED STOCK

The following is a description of certain general terms and provisions
of the Preferred Stock to which any Prospectus Supplement may relate. The
particular terms of any series of Preferred Stock to be issued hereby will be
described in the applicable Prospectus Supplement. If so indicated in a
Prospectus Supplement, the terms of any such series may differ from the terms
set forth below.

The summary of terms of the Company's preferred stock (including the
Preferred Stock) contained in this Prospectus does not purport to be complete
and is subject to, and qualified in its entirety by, the provisions of the
Company's Certificate of Incorporation and the certificate of designations
relating to each series of preferred stock, including the Preferred Stock
("Certificate of Designations"), which will be filed as an exhibit to or
incorporated by reference in the Registration Statement of which this
Prospectus is a part at or prior to the time of issuance of such series of the
Preferred Stock.

The Company's Certificate of Incorporation authorizes the issuance of
10,000,000 shares of preferred stock, par value of $.01 per share. On June 30,
1994, 2,185,005 shares of preferred stock were outstanding. Preferred stock
may be issued from time to time in one or more classes or series with such
rights and preferences, including voting, dividend and conversion rights and
other terms, as the Board of Directors may establish without any further
authorization by the stockholders.

The Preferred Stock shall have the dividend, liquidation, redemption
and voting rights set forth below unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. The
applicable Prospectus

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<PAGE> 16

Supplement will describe the following terms of the series of Preferred Stock
in respect of which this Prospectus is being delivered: (1) the designation
and stated value per share of such Preferred Stock and the number of shares
offered; (2) the amount of liquidation preference per share; (3) the initial
public offering price at which such Preferred Stock will be issued; (4) the
dividend rate (or method of calculation), the dates on which dividends shall be
payable and the dates from which dividends shall commence to cumulate, if any;
(5) any redemption or sinking fund provisions; (6) any conversion or exchange
rights; (7) whether the Company has elected to offer Depositary Shares as
described below under "Description of Depositary Shares"; and (8) any
additional voting, dividend, liquidation, redemption, sinking fund and other
rights, preferences, privileges, limitations and restrictions.

GENERAL

The Preferred Stock offered hereby will be issued in one or more
series. The holders of Preferred Stock will have no preemptive rights.
Preferred Stock, upon issuance against full payment of the purchase price
therefor, will be fully paid and nonassessable. Neither the par value nor the
liquidation preference is indicative of the price at which the Preferred Stock
will actually trade on or after the date of issuance. The applicable
Prospectus Supplement will contain a description of certain United States
federal income tax consequences relating to the purchase and ownership of the
series of Preferred Stock offered by such Prospectus Supplement.

As described under "Description of Depositary Shares," the Company
may, at its option, elect to offer Depositary Shares evidenced by depositary
receipts ("Depositary Receipts"), each representing a fractional interest (to
be specified in the Prospectus Supplement relating to the particular series of
the Preferred Stock) in a share of the particular series of the Preferred Stock
issued and deposited with a Depositary (as defined below).

RANK

The Preferred Stock shall, with respect to dividend rights and rights
on liquidation, winding up and dissolution of the Company, rank prior to the
Company's Common Stock and to all other classes and series of equity securities
of the Company now or hereinafter authorized, issued or outstanding (the Common
Stock and such other classes and series of equity securities collectively may
be referred to herein as the "Junior Stock"), other than any classes or series
of equity securities of the Company ranking on a parity with (the "Parity
Stock") or senior to (the "Senior Stock") the Preferred Stock as to dividend
rights and rights upon liquidation, winding up or dissolution of the Company.
The Preferred Stock will be junior to all outstanding debt of the Company. The
Preferred Stock will be subject to creation of Senior Stock, Parity Stock and
Junior Stock to the extent not expressly prohibited by the Company's
Certification of Incorporation.

DIVIDENDS

Holders of shares of Preferred Stock will be entitled to receive,
when, as and if declared by the Board of Directors out of funds of the Company
legally available for payment, cash dividends, payable at such dates and at
such rates per share per annum as set forth in the applicable Prospectus
Supplement. Such rate may be fixed or variable or both. Each declared
dividend will be payable to holders of record as they appear at the close of
business on the stock books of the Company (or, if applicable, on the records
of the Depositary) on such record dates, not more than 60 calendar days
preceding the payment dates therefor, as are determined by the Board of
Directors (each of such dates, a "Record Date").

Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement. If dividends on a series of Preferred Stock are
noncumulative and if the Board of Directors fails to declare a dividend in
respect of a dividend period with respect to such series, then holders of such
Preferred Stock will have no right to receive a dividend in respect of such
dividend period, and the Company will have no obligation to pay the dividends
for such period, whether or not dividends are declared payable on any future
Dividend Payment Dates. Dividends on the shares of each series of Preferred
Stock for which dividends are cumulative will accrue from the date on which the
Company initially issues shares of such series.

No full dividends shall be declared or paid or set apart for payment
on preferred stock of the Company of any series

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<PAGE> 17

ranking, as to dividends, on a parity with or junior to the series of Preferred
Stock offered by the applicable Prospectus Supplement for any period unless
full dividends for the immediately preceding dividend period on such Preferred
Stock (including any accumulation in respect of unpaid dividends for prior
dividend periods, if dividends on such Preferred Stock are cumulative) have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for such payment. When
dividends are not so paid in full (or a sum sufficient for such full payment is
not so set apart) upon such Preferred Stock and any other preferred stock of
the Company ranking on a parity as to dividends with the Preferred Stock,
dividends upon shares of such Preferred Stock and dividends on such other
preferred stock shall be declared pro rata so that the amount of dividends
declared per share on such Preferred Stock and such other preferred stock shall
in all cases bear to each other the same ratio that accrued dividends for the
then-current dividend period per share on the shares of such Preferred Stock
(including any accumulation in respect of unpaid dividends for prior dividend
periods, if dividends on such Preferred Stock are cumulative) and accrued
dividends, including required or permitted accumulations, if any, on shares of
such other preferred stock, bear to each other. Unless full dividends on the
series of Preferred Stock offered by the applicable Prospectus Supplement have
been declared and paid or set apart for payment for the immediately preceding
dividend period (including any accumulation in respect of unpaid dividends for
prior dividend periods, if dividends on such Preferred Stock are cumulative)
(a) no cash dividend or distribution (other than in shares of Junior Stock) may
be declared, set aside or paid on the Junior Stock; (b) the Company may not
repurchase, redeem or otherwise acquire any shares of its Junior Stock (except
by conversion into or exchange for Junior Stock); and (c) the Company may not,
directly or indirectly, repurchase, redeem or otherwise acquire any shares of
Preferred Stock or Parity Stock otherwise than pursuant to certain pro rata
offers to purchase or a concurrent redemption of all, or a pro rata portion, of
the outstanding shares of such Preferred Stock and Parity Stock (except by
conversion into or exchange for Junior Stock).

CONVERTIBILITY

The terms, if any, on which shares of Preferred Stock of any series
may be exchanged for or converted (mandatorily or otherwise) into shares of
Common Stock of the Company, another series of Preferred Stock, Debt Securities
or other securities of the Company will be set forth in the Prospectus
Supplement relating thereto.

REDEMPTION

The terms, if any, on which shares of Preferred Stock of any series
may be redeemed will be set forth in the related Prospectus Supplement.

LIQUIDATION

Unless otherwise specified in the applicable Prospectus Supplement, in
the event of a voluntary or involuntary liquidation, dissolution or winding up
of the affairs of the Company, the holders of a series of Preferred Stock will
be entitled, subject to the rights of creditors, but before any distribution or
payment to the holders of Common Stock or any other security ranking junior to
the Preferred Stock on liquidation, dissolution or winding up of the Company,
to receive an amount per share as set forth in the related Prospectus
Supplement plus accrued and unpaid dividends for the then-current dividend
period (including any accumulation in respect of unpaid dividends for prior
dividend periods, if dividends on such series of Preferred stock are
cumulative). If the amounts available for distribution with respect to the
Preferred Stock and all other outstanding stock of the Company ranking on a
parity with the Preferred Stock upon liquidation are not sufficient to satisfy
the full liquidation rights of all the outstanding Preferred Stock and stock
ranking on a parity therewith, then the holders of each series of such stock
will share ratably in any such distribution of assets in proportion to the full
respective preferential amount (which in the case of preferred stock may
include accumulated dividends) to which they are entitled. After payment of
the full amount of the liquidation preferences, the holders of shares of
Preferred Stock will not be entitled to any further participation in any
distribution of assets by the Company.

VOTING

The Preferred Stock of a series will not be entitled to vote, except
as provided below or in the applicable Prospectus

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<PAGE> 18

Supplement and as required by applicable law. Unless otherwise specified in
the related Prospectus Supplement, at any time dividends in an amount equal to
six quarterly dividend payments on the Preferred Stock shall have accrued and
be unpaid, holders of the Preferred Stock will have the right to a separate
class vote (together with the holders of shares of any Parity Stock upon which
like voting rights have been conferred and are exercisable, "Voting Parity
Stock") to elect two members of the Board of Directors at any meeting of
stockholders held during the period such dividends remain in arrears. Such
voting rights will terminate (and the term of office of all directors so
elected will terminate) when all dividends on the Preferred Stock have been
paid in full or set apart for payment. Additionally, without the affirmative
vote of the holders of two-thirds of the shares of Preferred Stock then
outstanding (voting separately as a class together with any Voting Parity
Stock), the Company may not, either directly or indirectly or through merger or
consolidation with any other corporation, (i) approve the authorization,
creation or issuance, or an increase in the authorized or issued amount, of any
class or series of stock ranking prior to the shares of Preferred Stock in
rights and preferences, (ii) amend, alter or repeal its Certificate of
Incorporation or the Certificate of Designations so as to materially and
adversely change the specific terms of the Preferred Stock, or (iii) effect any
reclassification of the Preferred Stock. An amendment which increases the
number of authorized shares of or authorizes the creation or issuance of other
classes of preferred stock ranking junior to or on a parity with the Preferred
Stock with respect to the payment of dividends or distribution of assets upon
liquidation, dissolution or winding up, or substitute the surviving entity in a
merger, consolidation, reorganization or other business combination for the
Company, shall not be considered to be such an adverse change.

As more fully described under "Description of Depositary Shares"
below, if the Company elects to issue Depositary Shares, each representing a
fraction of a share of a series of the Preferred Stock, each such Depositary
Share will, in effect, be entitled to vote such fraction of a vote per
Depositary Share.

NO OTHER RIGHTS

The shares of a series of Preferred Stock will not have any
preferences, voting powers or relative, participating, optional or other
special rights except as set forth above or in the related Prospectus
Supplement, the Certificate of Incorporation and in the Certificate of
Designations or as otherwise required by law.

TRANSFER AGENT AND REGISTRAR

The transfer agent for each series of Preferred Stock will be
described in the related Prospectus Supplement.

EXISTING PREFERRED STOCK

In November 1991, the Company issued 1,200,000 shares of $4.00
Exchangeable Convertible Preferred Stock, 1,150,005 of which were outstanding
on June 30, 1994. Holders of such stock are entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available therefor,
cash dividends at an annual rate of $4.00 per share, payable quarterly in
arrears. Upon liquidation, such holders are entitled to receive a preference
of $50.00 per share, plus accrued and unpaid dividends to the payment date.
Each share of such preferred stock is convertible into 5.51 shares of Common
Stock at any time prior to redemption (subject to adjustment), equivalent to a
conversion price of $9.07 for each share of Common Stock. The Company has the
right to exchange the shares of such preferred stock for the Company's 8%
convertible subordinated debentures due 2006 on any dividend payment date and,
subject to certain conditions, has the right to redeem the preferred stock
beginning December 31, 1994.

In April 1993, the Company issued 1,035,000 shares (represented by
4,140,000 depositary shares) of $6.00 Convertible Exchangeable Preferred Stock,
all of which were outstanding on June 30, 1994. Holders of such stock are
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available therefor, cash dividends at an annual rate of $6.00 per
share ($1.50 per depositary share), payable quarterly in arrears. Upon
liquidation, such holders are entitled to receive a preference of $100.00 per
share, plus accrued and unpaid dividends to the payment date. Each share of
such preferred stock is convertible into 4.762 shares of Common Stock at any
time prior to redemption (subject to adjustment), equivalent to a conversion
price of $21.00 for each share of Common Stock. The Company has the right to
exchange the shares of such preferred stock for the Company's 6% convertible
subordinated debentures due 2008 on

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<PAGE> 19

any dividend date payment date and has the right to redeem the 6% preferred
stock beginning March 31, 1996.

The two existing classes of preferred stock rank prior to the Common
Stock, and on a parity with each other, as to dividends and upon liquidation,
dissolution or winding up.

DESCRIPTION OF DEPOSITARY SHARES

The description set forth below and in any Prospectus Supplement of
certain provisions of the Deposit Agreement (as defined below) and of the
Depositary Shares and Depositary Receipts does not purport to be complete and
is subject to and qualified in its entirety by reference to the forms of
Deposit Agreement and Depositary Receipts relating to each series of the
Preferred Stock which have been or will be filed with the Commission at or
prior to the time of the offering of such series of the Preferred Stock.

GENERAL

The Company may, at its option, elect to offer fractional interests in
shares of Preferred Stock, rather than shares of Preferred Stock. In the event
such option is exercised, the Company will provide for the issuance by a
Depositary to the public of receipts for Depositary Shares, each of which will
represent a fractional interest as set forth in the applicable Prospectus
Supplement.

The shares of any series of the Preferred Stock underlying the
Depositary Shares will be deposited under a separate Deposit Agreement (the
"Deposit Agreement") between the Company and a bank or trust company selected
by the Company having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000 (the "Depositary"). The
Prospectus Supplement relating to a series of Depositary Shares will set forth
the name and address of the Depositary. Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share will be entitled, in proportion to
the applicable fractional interest in a share of Preferred Stock underlying
such Depositary Shares, to all the rights and preferences of the Preferred
Stock underlying such Depositary Share (including dividend, voting, redemption,
conversion and liquidation rights).

The Depositary Shares will be evidenced by Depositary Receipts issued
pursuant to the Deposit Agreement.

Pending the preparation of definitive engraved Depositary Receipts,
the Depositary may, upon the written order of the Company, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) the definitive Depositary Receipts but
not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will
be exchangeable for definitive Depositary Receipts at the Company's expense.

Upon surrender of Depositary Receipts at the office of the Depositary
and upon payment of the charges provided in the Deposit Agreement and subject
to the terms thereof, a holder of Depositary Shares is entitled to have the
Depositary deliver to such holder the whole shares of Preferred Stock
underlying the Depositary Shares evidenced by the surrendered Depositary
Receipts.

DIVIDENDS AND OTHER DISTRIBUTIONS

The Depositary will distribute all cash dividends or other cash
distributions received in respect of the Preferred Stock to the record holders
of Depositary Shares relating to such Preferred Stock in proportion to the
numbers of such Depositary Shares owned by such holders on the relevant record
date. The Depositary shall distribute only such amount, however, as can be
distributed without attributing to any holder of Depositary Shares a fraction
of one cent, and any balance not so distributed shall be added to and treated
as part of the next sum received by the Depositary for distribution to record
holders of Depositary Shares.

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<PAGE> 20

In the event of a distribution other than in cash, the Depositary will
distribute property received by it to the record holders of Depositary Shares
entitled thereto, unless the Depositary determines that it is not feasible to
make such distribution, in which case the Depositary may, with the approval of
the Company, sell such property and distribute the net proceeds from such sale
to such holders.

The Deposit Agreement will also contain provisions relating to how any
subscription or similar rights offered by the Company to holders of the
Preferred Stock will be made available to holders of Depositary Shares.

REDEMPTION OF DEPOSITARY SHARES

If a series of the Preferred Stock underlying the Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the Depositary resulting from the redemption, in whole or in part,
of such series of the Preferred Stock held by the Depositary. The Depositary
will mail notice of redemption not less than 30 and not more than 60 days prior
to the date fixed for redemption to the record holders of the Depositary Shares
to be so redeemed at their respective addresses appearing in the Depositary's
books. The redemption price per Depositary Share will be equal to the
applicable fraction of the redemption price per share payable with respect to
such series of the Preferred Stock. Whenever the Company redeems shares of
Preferred Stock held by the Depositary, the Depositary will redeem as of the
same redemption date the number of Depositary Shares relating to shares of
Preferred Stock so redeemed. If less than all of the Depositary Shares are to
be redeemed, the Depositary Shares to be redeemed will be selected by lot or
pro rata as may be determined by the Company.

After the date fixed for redemption, the Depositary Shares so called
for redemption will no longer be deemed to be outstanding and all rights of the
holders of the Depositary shares will cease, except the right to receive the
moneys payable upon such redemption and any money or other property to which
the holders of such Depositary Shares were entitled upon such redemption upon
surrender to the Depositary of the Depositary Receipts evidencing such
Depositary Shares.

VOTING THE PREFERRED STOCK

Upon receipt of notice of any meeting at which the holders of the
Preferred Stock are entitled to vote, the Depositary will mail the information
contained in such notice of meeting to the record holders of the Depositary
Shares relating to such Preferred Stock. Each record holder of any of such
Depositary Shares on the record date (which will be the same date as the record
date for the Preferred Stock) will be entitled to instruct the Depositary as to
the exercise of the voting rights pertaining to the number of shares of
Preferred Stock underlying such holder's Depositary Shares. The Depositary
will endeavor, insofar as practicable, to vote the number of shares of
Preferred Stock underlying such Depositary Shares in accordance with such
instructions, and the Company will agree to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to do so. The
Depositary will abstain from voting shares of Preferred Stock to the extent it
does not receive specific instructions from the holders of Depositary Shares
relating to such Preferred Stock.

AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT

The form of Depositary Receipt evidencing the Depositary Shares and
any provision of the Deposit Agreement may at any time be amended by agreement
between the Company and the Depositary. However, any amendment which
materially and adversely alters the rights of the existing holders of
Depositary Shares will not be effective unless such amendment has been approved
by the record holders of at least a majority of the Depositary Shares then
outstanding. A Deposit Agreement may be terminated by the Company or the
Depositary only if (i) all outstanding Depositary Shares relating thereto have
been redeemed, exchanged or converted or (ii) there has been a final
distribution in respect of the Preferred Stock of the relevant series in
connection with any liquidations, dissolution or winding up of the Company and
such distribution has been distributed to the holders of the related Depositary
Shares.

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<PAGE> 21

CHARGES OF DEPOSITARY

The Company will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements. The
Company will pay charges of the Depositary in connection with the initial
deposit of the Preferred Stock and any redemption of the Preferred Stock.
Holders of Depositary Shares will pay other transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
Deposit Agreement to be for their accounts.

MISCELLANEOUS

The Depositary will forward to the holders of Depositary Shares all
reports and communications from the Company which are delivered to the
Depositary and which the Company is required to furnish to the holders of the
Preferred Stock.

Neither the Depositary nor the Company will be liable if it is
prevented or delayed by law or any circumstances beyond its control in
performing its obligations under the Deposit Agreement. The obligations of the
Company and the Depositary under the Deposit Agreement will be limited to
performance in good faith of their duties thereunder and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Preferred Stock unless satisfactory indemnity is
furnished. They may rely upon written advice of counsel or accountants, or
information provided by persons presenting Preferred Stock for deposit, holders
of Depositary Shares or other persons believed to be competent and on documents
believed to be genuine.

RESIGNATION AND REMOVAL OF DEPOSITARY

The Depositary may resign at any time by delivering to the Company
notice of its election to do so, and the Company may at any time remove the
Depositary, any such resignation or removal to take effect upon the appointment
of a successor Depositary and its acceptance of such appointment. Such
successor Depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50,000,000.

DESCRIPTION OF COMMON STOCK

COMMON STOCK

The Company is authorized to issue 75,000,000 shares of Common Stock.
On June 30, 1994, 23,568,630 shares were outstanding and 18,749,020 were
reserved for future issuance. All shares of Common Stock have equal rights to
participate in dividends and, in the event of liquidation, assets available for
distribution to stockholders, subject to any preference established with
respect to preferred stock. Each holder of Common Stock is entitled to one
vote for each share held on all matters submitted to a vote of stockholders,
and voting rights for the election of directors are noncumulative. Shares of
Common Stock carry no conversion, preemptive or subscription rights, and are
not subject to redemption. All outstanding shares of Common Stock are, and any
shares of Common Stock issued upon conversion of convertible securities will
be, fully paid and nonassessable. The Company pays dividends on Common Stock
when, as and if declared by the Board of Directors. Dividends may be declared
in the discretion of the Board of Directors from funds legally available
therefore, subject to restrictions under agreements related to Company
indebtedness.

FACTORS AFFECTING ACQUISITIONS OF CONTROL

The Certificate of Incorporation, as amended, provides that the Board
of Directors, in its discretion, may establish one or more classes or series of
preferred stock having such number of shares, designations, relative voting
rights, dividend rates, liquidation and other rights, preferences and
limitations as may be fixed by the Board of Directors without any further
stockholder approval. Such rights, preferences, privileges and limitations as
may be established could have the effect of impeding or discouraging the
acquisition of control of the Company.

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<PAGE> 22

The Company is a Delaware corporation and is subject to Section 203 of
the Delaware General Corporation Law (the "DGCL"). In general, Section 203
prevents an "interested stockholder" (defined generally as a person owning 15%
or more of a corporation's outstanding voting stock) from engaging in a
"business combination" (as defined) with a Delaware corporation for three years
following the date such person became an interested stockholder unless (i)
before such person became an interested stockholder, the board of directors of
the corporation approved the transaction in which the interested stockholder
became an interested stockholder or approved the business combination; (ii)
upon consummation of the transaction that resulted in the interested
stockholder's becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced (excluding stock held by directors who are also
officers of the corporation and by employee stock plans that do not provide
employees with the rights to determine confidentially whether shares held
subject to the plan will be tendered in a tender or exchange offer); or (iii)
following the transaction in which such person became an interested
stockholder, the business combination is approved by the board of directors of
the corporation and authorized at a meeting of stockholders by the affirmative
vote of the holders of two-thirds of the outstanding voting stock of the
corporation not owned by the interested stockholder. Under Section 203, the
restrictions described above also do not apply to certain business combinations
proposed by an interested stockholder following the announcement or
notification of one of certain extraordinary transactions involving the
corporation and a person who had not been an interested stockholder during the
previous three years or who became an interested stockholder with the approval
of a majority of the corporation's directors, if such extraordinary transaction
is approved or not opposed by a majority of the directors who were directors
prior to any person becoming an interested stockholder during the previous
three years or who were recommended for election or elected to succeed such
directors by a majority of such directors.

DIRECTORS' LIABILITY

The Certificate of Incorporation, as amended, also provides for the
elimination of directors' liability for monetary damages for a breach of
certain fiduciary duties and for the indemnification of directors, officers,
employees or agents as permitted by the DGCL. These provisions cannot be
amended without the affirmative vote of the holders of at least a majority in
interest of the outstanding shares entitled to vote.

The Company has entered into indemnification agreements with all
directors and executive officers and may, in the future, enter into such
agreements with employees and agents. Such indemnification agreements provide
generally that such persons will be indemnified, to the extent permitted by
applicable law, for expenses (including attorneys' fees), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by such
persons in connection with any proceeding (including, to the extent permitted
by law, any derivative action) to which such persons are, or are threatened to
be made, a party by reason of their status in such positions. Such
indemnification agreements do not change the basic legal standards for
indemnity under applicable law or as set forth in the Certificate of
Incorporation.

The transfer agent for the Common Stock is Society National Bank, P.
O. Box 2320, Dallas, Texas 75221-2320.

DESCRIPTION OF WARRANTS

The company may issue Warrants for the purchase of Debt Securities,
Preferred Stock, Depositary Shares or Common Stock. Warrants may be issued
independently or together with Debt Securities, Preferred Stock, Depositary
Shares or Common Stock offered by any Prospectus Supplement and may be attached
to or separate from such Debt Securities, Preferred Stock, Depositary Shares or
Common Stock. Each series of Warrants will be issued under a separate warrant
agreement (a "Warrant Agreement") to be entered into between the Company and a
bank or trust company, as Warrant agent, all as set forth in the Prospectus
Supplement relating to the particular issue of offered Warrants. The Warrant
agent will act solely as an agent of the Company in connection with the Warrant
certificates relating to the Warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of Warrant certificates
or beneficial owners of Warrants. Warrant Agreements, including the forms of
Warrant certificates representing the Warrants, will be filed as an exhibit to
or incorporated by reference in the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
forms of Warrant Agreements and

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<PAGE> 23

Warrant certificates do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all the provisions of the Warrant
Agreements and the Warrant certificates.

GENERAL

If Warrants are offered, the applicable Prospectus Supplement will
describe the terms of such Warrants, including, in the case of Warrants for the
purchase of Debt Securities, the following where applicable: (i) the title and
aggregate number of such Warrants and the offering price; (ii) the designation,
denominations and terms of the series of Debt Securities purchasable upon
exercise of such Warrants; (iii) the designation and terms of any series of
Debt Securities, Preferred Stock, Depositary Shares or Common Stock with which
such Warrants are being offered and the number of such Warrants being offered
with each such Debt Security, Preferred Stock, Depositary Share or Common
Stock; (iv) the date on and after which such Warrants and the related series of
Debt Securities, Preferred Stock, Depositary Shares or Common Stock will be
transferable separately; (v) the principal amount of the series of Debt
Securities purchasable upon exercise of each such Warrant and the price at
which such principal amount of Debt Securities of such series may be purchased
upon such exercise; (vi) the date on which the right to exercise such Warrants
shall commence and the date (the "Expiration Date") on which such right shall
expire; (vii) any special United States Federal income tax consequences; (viii)
the terms, if any, on which the Company may accelerate the date by which the
Warrants must be exercised; and (ix) any other terms of such Warrants,
including terms, procedures and limitations relating to the exchange and
exercise of such Warrants.

In the case of Warrants for the purchase of Preferred Stock,
Depositary Shares or Common Stock, the applicable Prospectus Supplement will
describe the terms of such Warrants, including the following where applicable:
(i) the title and aggregate number of such Warrants and the offering price;
(ii) the aggregate number of shares purchasable upon exercise of such Warrants,
the exercise price, and in the case of Warrants for Preferred Stock or
Depositary Shares, the designation, aggregate number and terms of the series of
Preferred Stock purchasable upon exercise of such Warrants or underlying the
Depositary Shares purchasable upon exercise of such Warrants; (iii) the
designation and terms of the series of Debt Securities, Preferred Stock,
Depositary Shares or Common Stock with which such Warrants are being offered
and the number of such Warrants being offered with each such Debt Security,
Preferred Stock, Depositary Share or Common Stock; (iv) the date on and after
which such Warrants and the related series of Debt Securities, Preferred Stock,
Depositary Shares or Common Stock will be transferable separately; (v) the date
on which the right to exercise such Warrants shall commence and the Expiration
Date; (vi) any special United States Federal income tax consequences; and (vii)
any other terms of such Warrants, including terms, procedures and limitations
relating to the exchange and exercise of such Warrants.

EXERCISE OF WARRANTS

Each Warrant will entitle the holder thereof to purchase such
principal amount of Debt Securities or number of shares of Preferred Stock,
Depositary Shares or Common Stock, as the case may be, at such exercise price
as shall in each case be set forth in, or calculable from, the Prospectus
Supplement relating to the offered Warrants. After the close of business on
the Expiration Date (or such later date to which such Expiration Date may be
extended by the Company), unexercised Warrants will become void.

Warrants may be exercised by delivering to the Warrant agent payment
as provided in the applicable Prospectus Supplement of the amount required to
purchase the Debt Securities, Preferred Stock, Depositary Shares or Common
Stock, as the case may be, purchasable upon such exercise together with certain
information set forth on the reverse side of the Warrant certificate. Warrants
will be deemed to have been exercised upon receipt of payment of the exercise
price, subject to the receipt within five business days, of the Warrant
certificate evidencing such Warrants. Upon receipt of such payment and the
Warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant agent or any other office indicated in the applicable
Prospectus Supplement, the Company will, as soon as practicable, issue and
deliver the Debt Securities, Preferred Stock, Depositary Shares or Common
Stock, as the case may be, purchasable upon such exercise. If fewer than all
of the Warrants represented by such Warrant certificate are exercised, a new
Warrant certificate will be issued for the remaining amount of Warrants.

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<PAGE> 24

AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENTS

The Warrant Agreements may be amended or supplemented without the
consent of the holders of the Warrants issued thereunder to effect changes that
are not inconsistent with the provisions of the Warrants and that do not
adversely affect the interest of the holders of the Warrants.

COMMON STOCK WARRANT ADJUSTMENTS

Unless otherwise indicated in the applicable Prospectus Supplement,
the exercise price of, and the number of shares of Common Stock covered by, a
Warrant entitling the holder to purchase Common Stock (a "Common Stock
Warrant") are subject to adjustment in certain events, including (i) payment of
a dividend on the Common Stock payable in capital stock and stock splits,
combinations or reclassifications of the Common Stock, (ii) issuance to all
holders of Common Stock of rights or warrants to subscribe for or purchase
shares of Common Stock at less than their current market price (as defined in
the Warrant Agreement for such series of Common Stock Warrants), and (iii)
certain distributions of evidences of indebtedness or assets (including
securities but excluding cash dividends or distributions paid out of retained
earnings or dividends payable in Common Stock) or of subscription rights and
warrants (excluding those referred to above). If after the distribution date
fixed for purposes of distributing to holders of Common Stock any Stockholder
Rights, exercising holders of any Common Stock Warrant are not entitled to
receive Stockholder Rights that would otherwise be attributable (but for the
date of exercise) to the shares of Common Stock received upon such exercise,
then adjustment of the exercise price will be made under clause (iii) of this
paragraph as if the Stockholder Rights were being distributed to holder of the
Company's Common Stock. If such an adjustment is made and the Stockholder
Rights are later redeemed, invalidated or terminated, then a corresponding
reversing adjustment will be made to the number of shares of Common Stock
issuable upon the exercise of such Common Stock Warrant, on an equitable basis,
to take account of such event. However, the Company may elect to make
provision with respect to Stockholder Rights so that each share of Common Stock
issuable upon exercise of such Common Stock Warrant whether or not issued after
the distribution date for such Stockholder Rights, will be accompanied by the
Stockholder Rights that would otherwise be attributable (but for the date of
exercise) to such shares of Common Stock, in which event the preceding two
sentences will not apply.

No adjustment in the exercise price of, and the number of shares of
Common Stock covered by, a Common Stock Warrant will be made for regular
quarterly or other periodic or recurring cash dividends or distributions or for
cash dividends or distributions to the extent paid from retained earnings. No
adjustment will be required unless such adjustment would require a change of at
least 1% in the exercise price than in effect. Except as stated above, the
exercise price of, and the number of share of Common Stock covered by, a Common
Stock Warrant will not be adjusted for the issuance of Common Stock or any
securities convertible into or exchangeable for Common Stock, or carrying the
right or option to purchase or otherwise acquire the foregoing, in exchange for
cash, other property or services.

In the event of any (i) consolidation or merger of the Company with or
into any entity (other than a consolidation or a merger that does not result in
any reclassification, conversion, exchange or cancellation of outstanding
shares of Common Stock), (ii) sale, transfer, lease or conveyance of all or
substantially all of the assets of the Company or (iii) reclassification,
capital reorganization or change of the Common Stock (other than solely a
change in par value of from par value to no par value), then any holder of a
Common Stock Warrant will be entitled, on or after the occurrence of any such
event, to receive on exercise of such Common Stock Warrant the kind and amount
of shares of stock or other securities, cash or other property (or any
combination thereof) that the holder would have received had such holder
exercised such holder's Common Stock Warrant immediately prior to the
occurrence of such event. If the consideration to be received upon exercise of
the Common Stock Warrant following any such event consists of common stock of
the surviving entity, then from and after the occurrence of such event, the
exercise price of such Common Stock Warrant will be subject to the same
antidilution and other adjustments described in the second preceding paragraph,
applied as if such common stock were Common Stock.

22
<PAGE> 25

GLOBAL SECURITIES
REGISTERED GLOBAL SECURITIES

The registered Securities (including Registered Debt Securities but
excluding Common Stock) of a series may be issued in whole or in part in the
form of one or more fully registered global Securities ("Registered Global
Securities") that will be deposited with, or on behalf of, a depository (the
"Depository") identified in the Prospectus Supplement relating to such series.
Registered Global Securities may be issued in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for the individual
registered Securities represented thereby, a Registered Global Security may not
be transferred except as a whole by the Depository for such Registered Global
Security to a nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository or by the Depository or
any nominee of such Depository to a successor Depository or any nominee of such
successor.

The specific terms of the depository arrangement with respect to a
series of Securities will be described in the Prospectus Supplement relating to
such series. Unless otherwise specified in the Prospectus Supplement, the
Company anticipates that the following provisions will apply to depository
arrangements.

Upon the issuance of a Registered Global Security, the Depository for
such Registered Global Security or its nominee will credit on its book-entry
registration and transfer system the respective principal amounts of the
individual Securities represented by such Registered Global Security to the
accounts of persons that have accounts with such Depository ("Participants").
Such accounts shall be designated by the underwriters, dealers or agents with
respect to such Securities or by the Company if such Securities are offered and
sold directly by the Company. Ownership of beneficial interests in a
Registered Global Security will be limited to Participants or persons that may
hold interests through Participants. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the applicable Depository
or its nominee (with respect to interests to Participants) and records of
Participants (with respects to interests of persons who hold through
Participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to own, pledge or transfer
beneficial interests in a Registered Global Security.

So long as the Depository for a Registered Global Security or its
nominee is the registered owner of such Registered Global Security, such
Depository or such nominee, as the case may be, will be considered the sole
owner or holder of the Securities represented by such Registered Global
Security for all purposes under the Indenture or applicable Warrant Agreement.
Except as provided below, owners of beneficial interests in a Registered Global
Security will not be entitled to have any of the individual Securities of the
series represented by such Registered Global Security registered in their
names, will not receive or be entitled to receive physical delivery of any such
Securities of such series in definitive form and will not be considered the
owners or holders thereof under the Indenture or applicable Warrant Agreement.
Accordingly, each person owning a beneficial interest in a Registered Global
Security must rely on the procedures of the Depository for such Registered
Global Security and, if such a person is not a Participant, on the procedures
of the Participant through which such person owns its interest, to exercise any
rights of a holder under the Indenture or applicable Warrant Agreement. The
Company understands that under existing industry practices, if the Company
requests any action of holders or if an owner of a beneficial interest in a
Registered Global Security desires to give or take any action which a holder is
entitled to give or take under the Indenture or applicable Warrant Agreement,
the Depository for such Registered Global Security would authorize the
Participants holding the relevant beneficial interests to give or take such
action, and such Participants would authorize beneficial owners owning through
such Participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.

Payments of principal of and any premium or interest on individual
Securities represented by a Registered Global Security registered in the name
of a Depository or its nominee will be made to the Depository or its nominee,
as the case may be, as the registered owner of the Registered Global Security
representing such Securities. None of the Company, the Trustee, the Warrant
Agent, any paying agent or the registrar for such Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Registered
Global Security for such Securities or for maintaining, supervising or
reviewing any records relating to such

23
<PAGE> 26

beneficial ownership interests.

The Company expects that the Depository for a series of Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Registered Global Security representing any of such
Securities, immediately will credit Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Registered Global Security for such Securities as shown on the
records of such Depository or its nominee. The Company also expects that
payments by Participants to owners of beneficial interests in such Registered
Global Security held through such Participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name."
Such payments will be the responsibility of such Participants.

If a Depository for a series of Securities is at any time unwilling,
unable or ineligible to continue as depository and a successor depository is
not appointed by the Company within 90 days, the Company will issue individual
Securities of such series in exchange for the Registered Global Security
representing such series of Securities. In addition, the Company may, at any
time and in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such series of Securities, determine not to
have any Securities of such series represented by one or more Registered Global
Securities and, in such event, will issue individual Securities of such series
in exchange for the Registered Global Security or Securities representing such
series of Securities. Individual Securities of such series so issued will be
issued in denominations, unless otherwise specified by the Company, of $1,000
and integral multiples thereof. Any Securities issued in definitive form in
exchange for a Registered Global Security will be registered in such name as
the Depository shall instruct the Trustee or relevant Warrant Agent. It is
expected that such instructions will be based upon directions received by the
Depository from Participants with respect to ownership of beneficial interests
in such Registered Global Security.

BEARER GLOBAL SECURITIES

If so specified in an applicable Prospectus Supplement, all or any
portion of the Securities of a series which are issuable as Bearer Debt
Securities will initially be represented by one or more temporary global Bearer
Debt Securities ("Bearer Global Securities"), without interest coupons, to be
deposited with a common depositary in London for the Euro-clear System
("Euro-clear") and CEDEL S.A. ("CEDEL") for credit to the designated accounts.
On and after the date determined as provided in any such temporary Bearer
Global Security and described in an applicable Prospectus Supplement, each such
temporary Bearer Global Security will be exchangeable for definitive Bearer
Debt Securities, definitive Registered Debt Securities or all or a portion of a
permanent Bearer Global Security, or any combination thereof, as specified in
an applicable Prospectus Supplement, but, unless otherwise specified in an
applicable Prospectus Supplement, only upon written certification in the form
and to the effect described under "Description of Debt Securities -- Provisions
Applicable to Both Senior and Subordinated Debt Securities -- Form, Exchange,
Registration and Transfer." No Bearer Debt Security delivered in exchange for
a portion of a temporary Bearer Global Security will be mailed or otherwise
delivered to any location in the United States in connection with such
exchange. The specific terms and procedures, including the specific terms of
the depositary arrangement with respect to any portion of a series of Bearer
Debt Securities to be represented by a Bearer Global Security will be described
in the applicable Prospectus Supplement.

PLAN OF DISTRIBUTION

The Company may offer Securities to or through underwriters, through
agents or directly to other purchasers.

The distribution of Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, at
market prices prevailing at the time of sale, at prices related to such market
prices or at negotiated prices.

In connection with the sale of Securities, underwriters or agents may
receive compensation from the Company or from purchasers in the form of
discounts, concessions or commissions. Underwriters, agents and dealers
participating

24
<PAGE> 27

in the distribution of the Securities may be deemed to be underwriters within
the meaning of the Securities Act.

Pursuant to agreements which may be entered into between the Company
and any underwriters or agents named in the Prospectus Supplement, such
underwriters or agents may be entitled to indemnification by the Company
against certain liabilities, including liabilities under the Securities Act.

If so indicated in the Prospectus Supplement, the Company will
authorize underwriters or other persons acting as agents for the Company to
solicit offers by certain institutional investors to purchase Debt Securities
or Preferred Stock from the Company pursuant to contracts providing for payment
and delivery on a future date. Institutions with which such contracts may be
made include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but
shall in all cases be subject to the approval of the Company. The obligations
of the purchaser under any such contract will not be subject to any conditions
except (i) the investment in the Debt Securities or Preferred Stock by the
institution shall not at the time of delivery be prohibited by the laws of any
jurisdiction in the United States to which such institution is subject, and
(ii) if a portion of the Debt Securities or Preferred Stock is being sold to
underwriters, the Company shall have sold to such underwriters the Debt
Securities or Preferred Stock not sold for delayed delivery. Underwriters and
such other persons will not have any responsibility in respect of the validity
or performance of such contracts.

All Debt Securities, Preferred Stock and Warrants offered will be a
new issue of securities with no established trading market. Any underwriters
to whom such Debt Securities, Preferred Stock and Warrants are sold by the
Company for public offering and sale may make a market in such Debt Securities,
Preferred Stock and Warrants, but such underwriters will not be obligated to do
so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of or the trading markets for any
Debt Securities, Preferred Stock or Warrants.

Certain of the underwriters or agents and their associates may be
customers of, engage in transactions with and perform services for the Company
in the ordinary course of business.

The specific terms and manner of sale of the Securities in respect of
which this Prospectus is being delivered are set forth or summarized in the
Prospectus Supplement.

25
<PAGE> 28

VALIDITY OF SECURITIES

The validity of the Securities offered will be passed upon for the
Company by Peter E. Lorenzen, Vice President and General Counsel of the
Company, and for the underwriters or agents, if any, by a firm named in the
Prospectus Supplement relating to a particular issue of Securities. Mr.
Lorenzen owns 7,000 shares, and holds options to purchase 67,800 shares, of
Common Stock.

EXPERTS

The audited financial statements and financial statement schedules
incorporated in this Prospectus by reference have been audited by Arthur
Andersen & Co., independent public accountants, as indicated in their reports
with respect thereto, and are incorporated herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.

The information incorporated herein by reference regarding proved
reserves and related future net revenues and the present value thereof is
derived, as and to the extent described herein and therein, from reserve
reports and reserve report audits prepared by Netherland, Sewell & Associates,
Inc., independent oil and gas consultants, and, to such extent, are included
and incorporated by reference in reliance upon the authority of such firm as
experts with respect to the matters contained in such reports and audits.

26
<PAGE> 29

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

All capitalized terms used and not defined in Part II of this Registration
Statement shall have been the meanings assigned to them in the Prospectus which
forms a part of this Registration Statement.

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Except for the SEC Registration Fee, the following itemized table sets
forth estimates of those expenses payable by the Company in connection with the
offer and sale or exchange of the securities offered hereby:

<TABLE>
<S> <C>
SEC Registration Fee $ 86,207
Blue Sky Fees and Expenses (including legal fees) 25,000
Printing and Engraving Expenses 100,000
Legal Fees and Expenses 75,000
Accountants' Fees and Expenses 75,000
Rating Agency Fees 150,000
Trustees' Fees and Expenses 30,000
Miscellaneous Fees and Expenses 15,000
--------
Total $556,207
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant is incorporated in Delaware. Under Section 145 of the
General Corporation Law of the State of Delaware (the "DGCL"), a Delaware
corporation has the power, under specified circumstances, to indemnify its
directors, officers, employees and agents in connection with actions, suits or
proceedings brought against them by a third party or in the right of the
corporation, by reason of the fact that they were or are such directors,
officers, employees or agents, against expenses and liabilities incurred in any
such action, suit or proceeding so long as they acted in good faith and in a
manner that they reasonably believed to be in, or not opposed to, the best
interests of such corporation, and with respect to any criminal action, that
they had no reasonable cause to believe their conduct was unlawful. With
respect to suits by or in the right of such corporation, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to such corporation
unless the court determines that indemnification is appropriate. A Delaware
corporation also has the power to purchase and maintain insurance for such
persons. Article Nine of the Certificate of Incorporation of the Registrant
provides for mandatory indemnification of directors and officers to the fullest
extent permitted by Section 145 of the DGCL. Reference is made to the
Certificate of Incorporation of the Registrant, filed as an Exhibit hereto.

The forms of the Underwriting Agreements, which will be filed as
Exhibits hereto, will provide that the Underwriters will indemnify the
Registrant, its directors and officers and certain other persons against
liabilities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act") with respect to information furnished in writing to the
Registrant for use in this Registration Statement.

The Registrant has entered into indemnification agreements with each
of its officers and directors and may in the future enter into such
indemnification agreements with its directors, officers, employees and agents.
Such indemnification agreements are intended to provide a contractual right to
indemnification, to the extent permitted by law, for costs, expenses (including
attorneys' fees and disbursements), judgments, penalties, fines and amounts
paid in settlement actually and reasonably incurred by the person to be
indemnified in connection with any proceeding (including, to the extent
permitted by law, any derivative action) to which they are, or are threatened
to be made, a party by reason of their status or decisions or actions in such
positions. Such indemnification agreements do not change the basic legal
standards for indemnification set forth in DGCL or the certificate of
incorporation of the Registrant. Such provisions are intended to be in
furtherance, and not in limitation of, the general right to indemnification
provided in the certificate of incorporation and Bylaws of the Registrant.

II-1
<PAGE> 30

Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability for
unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
the DGCL or (iv) for any transaction from which the director derived an
improper personal benefit. Article Ten of the Registrant's Certificate of
Incorporation contains such a provision.

The above discussion of the Registrant's Certificate of Incorporation
and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes.

ITEM 16. EXHIBITS.

1.1 -- Form of Underwriting Agreement (for equity securities).*

1.2 -- Form of Underwriting Agreement (for debt securities).*

4.1.1 -- Certificate of Incorporation of Registrant -- incorporated by
reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).

4.1.2 -- Certificate of Amendment to Certificate of Incorporation of
Registrant filed February 9, 1990 -- incorporated by
reference from Exhibit 3.1.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).

4.1.3 -- Certificate of Amendment to Certificate of Incorporation of
Registrant filed May 22, 1991 -- incorporated by reference
from Exhibit 3.1.2 to the Registrant's Registration Statement
on Form S-1 (Registration No 33-43106).

4.1.4 -- Certificate of Amendment to Certificate of Incorporation of
Registrant filed May 24, 1993 -- incorporated by reference
from Exhibit 3.1.5 to the Registrant's Form 10-Q for the
quarter ended June 30, 1993 (File No. 1-10509).

4.1.5 -- Certificate of Designations, Powers, Preferences and Rights of
the Registrant's $4.00 Convertible Exchangeable Preferred
Stock -- incorporated by reference from Exhibit 3.1.3 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 (File No. 1-10509).

4.1.6 -- Certificate of Designations of the Registrant's $6.00
Convertible Exchangeable Preferred Stock -- incorporated by
reference from Exhibit 3.1.4 to the Registrant's Form 10-Q for
the quarter ended June 30, 1993 (File No. 1-10509).

4.1.7 -- Indenture (including form of Note) for 7% Convertible
Subordinated Notes -- incorporated by reference from Exhibit
4.3 to the Registrant's Registration Statement on Form S-3
(Registration No. 33-52807).

4.1.8 -- Fifth Restated Credit Agreement dated as of June 30, 1994
among Registrant, the Banks listed therein and NationsBank of
Texas, N.A. as Agent.**

4.2 -- By-Laws of Registrant -- incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-4 (Registration No. 33-33455).

4.3 -- Form of Indenture, including form of Debenture, with respect
to Senior Indebtedness.**

4.4 -- Form of Indenture, including form of Debenture, with respect
to Subordinated Indebtedness.**

II-2
<PAGE> 31

4.5 -- Form of Certificate for Common Stock -- incorporated by
reference from Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).

4.6 -- Form of Warrant Agreement, including form of Warrant
Certificate.*

4.7 -- Form of Certificate of Designations for Preferred Shares.*

4.8 -- Form of Certificate for Preferred Stock.*

4.9 -- Form of Deposit Agreement.*

4.10 -- Form of Depositary Receipt.*

5.1 -- Opinion of Peter E. Lorenzen, Vice President -- General
Counsel of the Registrant, as to legality of the Securities
registered hereby.*

12.1 -- Computation of Ratio of Earnings to Fixed Charges.**

23.1 -- Consent of Peter E. Lorenzen to use of his opinion filed as
Exhibit 5.1 (set forth in his opinion filed as Exhibit 5).

23.2 -- Consent of Arthur Andersen & Co.**

23.3 -- Consent of Netherland, Sewell, & Associates, Inc.**

24.1 -- Powers of attorney (set forth on the signature page hereof).

25.1 -- Form T-1 Statements of Eligibility and Qualification of
Trustees under Trust Indenture Act of 1939 relating to Senior
Indenture and Subordinated Indenture.*

99.1 -- Report of Netherland, Sewell & Associates, Inc. dated February
10, 1994 relating to certain of the Registrant's property
interests -- incorporated by reference from Exhibit 99.1 to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-10509).

99.2 -- Report of Netherland, Sewell & Associates, Inc. dated February
11, 1994 relating to their audit of reserve estimates --
incorporated by reference from Exhibit 99.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-10509).

_______________________
* To be filed as an exhibit to Form 8-K in reference to the specific offering
of Securities, if any, to which it relates.
** Filed herewith.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are
being made, a post-effective amendment this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set for

II-3
<PAGE> 32

the in the Registration Statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are
incorporated by reference in the Registration Statement.

(2) that, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c) The undersigned Registrant hereby undertakes if securities are
to be offered pursuant to competitive bidding (1) to use its best
efforts to distribute prior to the opening of bids, to prospective
bidders, underwriters and dealers, a reasonable number of copies of a
prospectus which at that time meets the requirements of section 10(a)
of the Securities Act, and relating to the securities offered at
competitive bidding, as contained in this Registration Statement,
together with any supplements thereto, and (2) to file an amendment to
this Registration Statement reflecting the results of bidding, terms
of the reoffering and related matters to the extent required by the
applicable form, not later than the first use, authorized by the
issuer after the opening of bids, of a prospectus relating to the
securities offered at competitive bidding, unless no further public
offering of such securities by the issuer and no reoffering of such
securities by the purchasers is proposed to be made.

(d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling persons of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(e) The undersigned Registrant hereby undertakes to file
applications for the purpose of determining the eligibility of the
Senior Trustee and the Subordinated Trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.

II-4
<PAGE> 33

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on July 29, 1994.

SNYDER OIL CORPORATION

By: /s/ John C. Snyder
John C. Snyder, Chairman

Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes and appoints John C. Snyder, Thomas J. Edelman, Rodney
L. Waller and Peter E. Lorenzen, and each of them, any one of whom may act
without the joinder of the other, as his attorney-in-fact to sign on his behalf
individually and in the capacity stated below all amendments and post-
effective amendments to this Registration Statement as such attorney-in-fact
may deem necessary or appropriate.

<TABLE>
<S> <C> <C>
/s/ John C. Snyder Director and Chairman of the Board
- ------------------------------- (Principal Executive Officer of Registrant) July 29, 1994
John C. Snyder

/s/ Thomas J. Edelman Director and President
- ----------------------------- (Principal Executive Officer of Registrant) July 29, 1994
Thomas J. Edelman

/s/ John A. Fanning Director and Executive Vice President July 29, 1994
- -------------------------------
John A. Fanning

/s/ Roger W. Brittain Director July 29, 1994
- -------------------------------
Roger W. Brittain

/s/ John A. Hill Director July 29, 1994
- --------------------------------
John A. Hill

/s/ B. J. Kellenberger Director July 29, 1994
- -------------------------------
B. J. Kellenberger

/s/ John H. Lichtblau Director July 29, 1994
- -------------------------------
John H. Lichtblau

/s/ James E. McCormick Director July 29, 1994
- ----------------------------
James E. McCormick

/s/ Alfred M. Micallef Director July 29, 1994
- -------------------------------
Alfred M. Micallef

/s/ James H. Shonsey Vice President and Controller July 29, 1994
- ------------------------------ (Principal Accounting Officer)
James H. Shonsey
</TABLE>

II-5
<PAGE> 34

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________

Exhibits

FORM S-3

REGISTRATION STATEMENT

Under the

SECURITIES ACT OF 1933

________________________________

SNYDER OIL CORPORATION

Volume I

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

II-6
<PAGE> 35
EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------------

1.1 -- Form of Underwriting Agreement (for equity securities).*

1.2 -- Form of Underwriting Agreement (for debt securities).*

4.1.1 -- Certificate of Incorporation of Registrant -- incorporated by
reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).

4.1.8 -- Fifth Restated Credit Agreement dated as of June 30, 1994
among Registrant, the Banks listed therein and NationsBank of
Texas, N.A. as Agent.**

4.2 -- By-Laws of Registrant -- incorporated by reference from
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-4 (Registration No. 33-33455).

4.3 -- Form of Indenture, including form of Debenture, with respect
to Senior Indebtedness.**

4.4 -- Form of Indenture, including form of Debenture, with respect
to Subordinated Indebtedness.**

<PAGE> 36

EXHIBIT INDEX
(Continued)

EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------------------------------
4.5 -- Form of Certificate for Common Stock -- incorporated by
reference from Exhibit 4.1 to the Registrant's Registration
Statement on Form S-4 (Registration No. 33-33455).

4.6 -- Form of Warrant Agreement, including form of Warrant
Certificate.*

4.7 -- Form of Certificate of Designations for Preferred Shares.*

4.8 -- Form of Certificate for Preferred Stock.*

4.9 -- Form of Deposit Agreement.*

4.10 -- Form of Depositary Receipt.*

5.1 -- Opinion of Peter E. Lorenzen, Vice President -- General
Counsel of the Registrant, as to legality of the Securities
registered hereby.*

12.1 -- Computation of Ratio of Earnings to Fixed Charges.**

23.1 -- Consent of Peter E. Lorenzen to use of his opinion filed as
Exhibit 5.1 (set forth in his opinion filed as Exhibit 5).

23.2 -- Consent of Arthur Andersen & Co.**

23.3 -- Consent of Netherland, Sewell, & Associates, Inc.**

24.1 -- Powers of attorney (set forth on the signature page hereof).

25.1 -- Form T-1 Statements of Eligibility and Qualification of
Trustees under Trust Indenture Act of 1939 relating to Senior
Indenture and Subordinated Indenture.*

_______________________
* To be filed as an exhibit to Form 8-K in reference to the specific offering
of Securities, if any, to which it relates.
** Filed herewith.

<PAGE> 1

$500,000,000

FIFTH RESTATED CREDIT AGREEMENT

dated as of

June 30, 1994

among

SNYDER OIL CORPORATION

The Banks Listed Herein

and

NATIONSBANK OF TEXAS, N.A.
as the Agent
<PAGE> 2
<TABLE>
<S> <C>
ARTICLE I TERMS DEFINED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

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

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

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

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

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

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

SECTION 4.1. Reserve, Related Asset and Borrowing Base Report; Proposed Borrowing Base . . . . . . . . . . . . . . 47
-------------------------------------------------------------------------
SECTION 4.2. Determination of Total Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-------------------------------------
SECTION 4.3. Special Determination of Total Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
---------------------------------------------
SECTION 4.4. Allocation of Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
----------------------------
SECTION 4.5. Over Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
------------
SECTION 4.6. Initial Borrowing Base . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
----------------------
</TABLE>
<PAGE> 3
<TABLE>
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ARTICLE V COLLATERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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

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

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

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

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

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

SECTION 8.1. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
-----------
SECTION 8.2. Business of Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
--------------------
SECTION 8.3. Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
------------------------
SECTION 8.4. Additional Title Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
---------------------
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
SECTION 8.5. Right of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
-------------------
SECTION 8.6. Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
------------------------
SECTION 8.7. Maintenance of Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
-----------------------
SECTION 8.8. Payment of Taxes and Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
---------------------------
SECTION 8.9. Compliance with Laws and Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
----------------------------------
SECTION 8.10. Operation of Properties and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
-------------------------------------
SECTION 8.11. Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
--------------------
SECTION 8.12. Environmental Law Compliance and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
------------------------------------------
SECTION 8.13. Mortgage Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
-------------------

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

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

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

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

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

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

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

SECTION 12.1. Appointment and Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
-----------------------------
SECTION 12.2. The Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
------------------------
SECTION 12.3. Action by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
-------------------
SECTION 12.4. Consultation with Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
-------------------------
SECTION 12.5. Liability of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
----------------------
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
SECTION 12.6. Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
--------------------
SECTION 12.7. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
---------------
SECTION 12.8. Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
---------------
SECTION 12.9. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
---------------

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

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

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

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

Exhibit A CERTIFICATE OF EFFECTIVENESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
---------
Exhibit B-1 FORM OF COMPETITIVE BID REQUEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
-----------
Exhibit B-2 FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST . . . . . . . . . . . . . . . . . . . . . . . . . 96
-----------
Exhibit B-3 FORM OF COMPETITIVE BID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
-----------
Exhibit B-4 REQUEST FOR COMMITTED LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
-----------
Exhibit C-1 COMMITTED FACILITY A NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
-----------
Exhibit C-2 COMPETITIVE BID FACILITY A NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
-----------
Exhibit D-1 COMMITTED FACILITY B NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
-----------
Exhibit D-2 COMPETITIVE BID FACILITY B NOTE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
-----------
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
Exhibit E CERTIFICATE OF OWNERSHIP INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
---------
SCHEDULE 1 SUBSIDIARIES OF SNYDER OIL CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
----------
</TABLE>
<PAGE> 7
THIS AGREEMENT (herein so called) is entered into as of the 30th day
of June, 1994, among SNYDER OIL CORPORATION ("Borrower"), the BANKS listed on
the signature pages hereto and NATIONSBANK OF TEXAS, N.A., as the Agent.

W I T N E S S E T H

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

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

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

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

FIFTH RESTATED CREDIT AGREEMENT PAGE 1
<PAGE> 8
ARTICLE I

TERMS DEFINED

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Determination" means any Periodic or Special Determination.

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

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

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

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

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

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

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

"Effective Date" means July 5, 1994.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"OPIC" means the Overseas Private Investment Corporation.

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

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

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

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

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

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

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

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

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

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

"Permitted Encumbrances" means with respect to any asset:

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

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

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

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

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

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

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

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

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

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

(k) the WYGAP Lease;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

THE CREDIT FACILITIES

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2.3. Method of Borrowing.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(ii) the aggregate amount of such Committed
Borrowing;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

GENERAL PROVISIONS

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

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

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

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

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

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

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

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

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

ARTICLE IV

BORROWING BASE

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

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

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

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

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

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

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

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

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

ARTICLE V

COLLATERAL

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

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

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

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

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

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

ARTICLE VI

CONDITIONS TO BORROWINGS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE VIII

AFFIRMATIVE COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

NEGATIVE COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE X

FINANCIAL COVENANTS

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

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

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

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

ARTICLE XI

DEFAULTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE XII

THE AGENT

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

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

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

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

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

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

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

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

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

SECTION 12.8. Credit Decision. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking any action under this Agreement.

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

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

ARTICLE XIII

PROTECTION OF YIELD;
CHANGE IN LAWS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE XIV

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BORROWER:

SNYDER OIL CORPORATION,
a Delaware corporation

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

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

with a copy to:

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

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

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

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

FIFTH RESTATED CREDIT AGREEMENT PAGE 90
<PAGE> 97
Domestic Lending Office:

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

Eurodollar Lending Office:

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

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

By:________________________________
Charles D. Kirkham, Vice President

Domestic Lending Office:

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

Eurodollar Lending Office:

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

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

By: ___________________________________
W. Paschall Tosch, Senior Vice President

Domestic Lending Office:

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

Eurodollar Lending Office:

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

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

By:________________________________
Brad Bartek, Vice President

Domestic Lending Office:

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

FIFTH RESTATED CREDIT AGREEMENT PAGE 92
<PAGE> 99
Eurodollar Lending Office:

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

AGENT:

NATIONSBANK OF TEXAS, N.A.

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

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

FIFTH RESTATED CREDIT AGREEMENT PAGE 93
<PAGE> 100
Exhibit A

CERTIFICATE OF EFFECTIVENESS

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

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

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

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

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

___________________________________________
E. Murphy Markham IV,
Senior Vice President

SNYDER OIL CORPORATION

___________________________________________
Peter Lorenzen
Vice President, General Counsel

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

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

Dear Sirs:

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

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

(B) Type of Competitive Bid Borrowing(1)

(D) Interest rate basis(3)

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

____________________

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

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

(3) Eurodollar Loan or Fixed Rate Loan.

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

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

Very truly yours.

SNYDER OIL CORPORATION

By:_____________________________________
Name:___________________________________
Title:__________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 96
<PAGE> 103
Exhibit B-2

FORM OF NOTICE TO BANKS OF COMPETITIVE BID REQUEST

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

Dear Sirs:

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

(A) Date of Competitive Bid Borrowing ______________________

(B) Principal Amount of Competitive Bid Borrowing ______________________

(D) Interest rate basis ______________________

(E) Interest Period and the last day thereof ______________________

____________________

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

6 Facility A Loans or Facility B Loans.

FIFTH RESTATED CREDIT AGREEMENT PAGE 97
<PAGE> 104
Very truly yours.

NATIONSBANK OF TEXAS, N.A., Agent

By:_____________________________________
Name:___________________________________
Title:__________________________________

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

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

Dear Sirs:

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

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

(B) Interest Rate Basis(8) _______________________

(D) Principal Amount(9) _______________________

(E) Competitive Bid Margin(10) _______________________

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

____________________

(7) Facility A Loan or Facility B Loan.

(8) Eurodollar Loan or CD Rate Loan.

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

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

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

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

Very truly yours.

(NAME OF BANK)

By:_____________________________________
Name:___________________________________
Title:__________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 100
<PAGE> 107
Exhibit B-4

REQUEST FOR COMMITTED LOANS

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

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

<TABLE>
<CAPTION>
Type of Loan Aggregate Amount Interest Period
------------ ---------------- ---------------
<S> <C> <C>

</TABLE>

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

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

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

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

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

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

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

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

SNYDER OIL CORPORATION
a Delaware corporation

By:_______________________________
Its:______________________________

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

$_______________ Dallas, Texas July 5, 1994

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

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

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

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

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

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

SNYDER OIL CORPORATION,
a Delaware corporation

By:_____________________________________

Its:____________________________________

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

<TABLE>
<CAPTION>
Rate of
Interest
Amount of Maturity of Applicable to
Committed Committed Committed Amount of Amount of Unpaid
Borrowing Facility A Facility A Facility A Principal Interest Principal Notation Made
Date Loan Loan Loan Paid Paid Balance By
--------- ----------- ----------- ------------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>

</TABLE>

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

$_______________ Dallas, Texas July 5, 1994

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

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

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

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

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

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

SNYDER OIL CORPORATION,
a Delaware corporation

By:_______________________________
Its:______________________________

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

<TABLE>
<CAPTION>
Amount of Maturity of Rate of Interest
Competitive Competitive Applicable to Amount of Amount of Unpaid
Borrowing Bid Facility A Bid Facility Competitive Bid Principal Interest Principal Notation Made
Date Loan A Loan Facility A Loan Paid Paid Balance By
--------- -------------- ------------ ---------------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>

</TABLE>

FIFTH RESTATED CREDIT AGREEMENT PAGE 108
<PAGE> 115
Exhibit D-1

COMMITTED FACILITY B NOTE

$_____________ Dallas, Texas July 5, 1994

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

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

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

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

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

SNYDER OIL CORPORATION,
a Delaware corporation

By:_______________________________

Its:______________________________

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

<TABLE>
<CAPTION>
Rate of
Interest
Amount of Maturity of Applicable to
Committed Committed Committed Amount of Amount of Unpaid
Borrowing Facility B Facility B Facility B Principal Interest Principal Notation Made
Date Loan Loan Loan Paid Paid Balance By
--------- ---------- ----------- ------------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>

</TABLE>

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

$_______________ Dallas, Texas July 5, 1994

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

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

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

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

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

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

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

SNYDER OIL CORPORATION,
a Delaware corporation

By:_______________________________

Its:______________________________

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

<TABLE>
<CAPTION>
Amount of Maturity of Rate of Interest
Competitive Competitive Applicable to Amount of Amount of Unpaid
Borrowing Bid Facility B Bid Facility Competitive Bid Principal Interest Principal Notation Made
Date Loan B Loan Facility B Loan Paid Paid Balance By
--------- -------------- ------------ ---------------- --------- --------- --------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>

</TABLE>

FIFTH RESTATED CREDIT AGREEMENT PAGE 114
<PAGE> 121
Exhibit E

CERTIFICATE OF OWNERSHIP INTEREST

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

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

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

Executed the ____ day of _______, 1994.

SNYDER OIL CORPORATION,
a Delaware corporation

By:_____________________________________
Its:____________________________________

FIFTH RESTATED CREDIT AGREEMENT PAGE 115
<PAGE> 122
SCHEDULE 1

SUBSIDIARIES OF SNYDER OIL CORPORATION
as of June 30, 1994

Snyder Oil Corporation, a Delaware corporation

1. SOCO Holdings, Inc., a Delaware corporation

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

2. Institutional Services, Inc., a Delaware corporation

3. SOCO Thomasville, Inc., a Delaware corporation

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

4. Thomasville Energy Corporation, a Delaware corporation

5. SOCO Technologies, Inc., a Delaware corporation

6. SOCO Wattenberg Corporation, a Delaware corporation

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

8. SOCO International, Inc., a Delaware corporation

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

(i) SOCO Australia Pty Limited, an Australian corporation

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

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

FIFTH RESTATED CREDIT AGREEMENT PAGE 116

<PAGE> 1
EXHIBIT 4.3
================================================================================

SNYDER OIL CORPORATION

AND

________________________________________,

TRUSTEE

_______________

INDENTURE

DATED AS OF _______________, 19__

________________

DEBT SECURITIES

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

<PAGE> 2
SNYDER OIL CORPORATION

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
AND INDENTURE, DATED AS OF __________, 19__

________________
<TABLE>
<CAPTION>
Section of
Trust Indenture Section(s) of
Act of 1939 Indenture
----------- ---------
<S> <C> <C>
Section 310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608, 610
Section 311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
Section 312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701, 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(d)
Section 314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602, 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)(1)
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)(2)
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
Section 317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003
Section 318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
</TABLE>

_____________
Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.
<PAGE> 3
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate; control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Book-Entry Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CEDEL or CEDEL S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certification Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request and Company Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dollar or $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Euro-clear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
</TABLE>

_____________
Note: This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

-i-
<PAGE> 4
<TABLE>
<S> <C>
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Required Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Security Register and Security Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
United States Alien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 102. Incorporation by Reference of Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 103. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 104. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 105. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 106. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 107. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 108. Conflict With Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 109. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 110. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 111. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 112. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 113. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 114. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 115. Corporate Obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>

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ARTICLE TWO

SECURITY FORMS

<TABLE>
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SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 202. Form of Trustee's Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 203. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 204. Form of Legend for Book-Entry Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 305. Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 307. Payment of Interest; Interest Rights Preserved. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 403. Discharge of Liability on Securities of Any Series . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 404. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . 38
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 505. Trustee May Enforce Claims Without Possession of
Securities or Coupons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
</TABLE>

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<TABLE>
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SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 604. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 608. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 612. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 613. Preferential Collection of Claims Against Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE SEVEN

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 702. Preservation of Information; Communications to Holders . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . 56
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SECTION 802. Successor Person Substituted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE NINE

SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 902. Supplemental Indentures With Consent of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 905. Conformity With Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE TEN

COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 1003. Money for Securities Payments to be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 1004. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1005. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1006. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 1007. Statement by Officers as to Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1008. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 1009. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE ELEVEN

REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1103. Selection by Trustee of Securities to be Redeemed . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE TWELVE

SINKING FUNDS
SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
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ARTICLE THIRTEEN

MEETINGS OF HOLDERS OF SECURITIES
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SECTION 1301. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1302. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 1303. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1304. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1305. Determination of Voting Rights; Conduct and Adjournment of Meetings . . . . . . . . . . . . . . . . . . 73
SECTION 1306. Counting Votes and Recording Action of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SIGNATURE AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

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INDENTURE, dated as of _________________, 19__ between SNYDER
OIL CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal
office at 777 Main Street, Suite 2500, Fort Worth, Texas 76102, and
____________________, a ____________________ duly organized and existing under
the laws of _______________, as Trustee (herein called the "Trustee"), the
office of the Trustee at which at the date hereof its corporate trust business
is principally administered being ________________________.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture
provided.

All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

(2) all accounting terms not otherwise defined herein
have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States, and, except as
otherwise herein expressly provided, the term "generally

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accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States at the date of such
computation; and

(3) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined in
Section 102.

"Act", when used with respect to any Holder, has the meaning
specified in Section 105.

"Additional Amounts" means any additional amounts that are
required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein or pursuant thereto, to be paid by the Company
with respect to certain taxes, assessments or other governmental charges
imposed on certain Holders and that are owing to such Holders.

"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

"Authenticating Agent" means any Person, which may include the
Company, authorized by the Trustee to act on behalf of the Trustee pursuant to
Section 614 to authenticate Securities of one or more series.

"Authorized Newspaper" means a newspaper, in the English
language or in an official language of the country of publication, customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
city meeting the foregoing requirements and in each case on any Business Day.

"Bearer Security" means any Security in the form established
pursuant to Section 201 which is payable to bearer, including, without
limitation, unless the context otherwise indicates, a Security in temporary or
permanent global bearer form.

"Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

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"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

"Book-Entry Security" means a Security bearing the legend
specified in Section 204, evidencing all or part of a series of Securities,
issued to the Depository for such series or its nominee, and registered in the
name of such Depository or nominee. Book-Entry Securities shall not be deemed
to be securities in global form for purposes of Sections 201 and 203 and
Article Three of this Indenture.

"Business Day", when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law to close.

"CEDEL" or "CEDEL S.A." means Centrale de Livraison De Valeurs
Mobiliers S.A., or, if any time after the execution of this instrument,
Centrale de Livraison de Valeurs Mobiliers S.A. is not existing and performing
the duties now being performed by it, then the successor Person performing such
duties.

"Certification Date" means with respect to Securities of any
series (i) if Bearer Securities of such series are not to be initially
represented by a temporary global Security, the date of delivery of the
definitive Bearer Security and (ii), if Bearer Securities of such series are
initially represented by a temporary global Security, the earlier of (A) the
Exchange Date with respect to Securities of such series and (B), if the first
Interest Payment Date with respect to Securities of such series is prior to
such Exchange Date, such Interest Payment Date.

"Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Securities Exchange Act of
1934, as amended, or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such
time.

"Common Depositary" has the meaning specified in Section 304.

"Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

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<PAGE> 12
Treasurer, its Controller, an Assistant Controller, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

"Corporate Trust Office" means the principal office of the
Trustee in ________, _____________ at which at any particular time its
corporate trust business shall be principally administered.

"coupon" means any interest coupon appertaining to a Bearer
Security.

"Defaulted Interest" has the meaning specified in Section 307.

"Depository" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more
Book-Entry Securities, the clearing agency registered under the Securities
Exchange Act of 1934, as amended, specified for that purpose as contemplated by
Section 301.

"Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

"Euro-clear" means the operator of the Euro-clear System.

"Event of Default" has the meaning specified in Section 501.

"Holder", when used with respect to any Security, means in the
case of a Registered Security the Person in whose name the Security is
registered in the Security Register and in the case of a Bearer Security the
bearer thereof and, when used with respect to any coupon, means the bearer
thereof.

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

"Judgment Currency" has the meaning specified in Section 506.

"Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as

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<PAGE> 13
therein or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, the Controller, the Secretary or an Assistant
Treasurer, Assistant Controller or Assistant Secretary of the Company, and
delivered to the Trustee.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Company.

"Original Issue Discount Security" means any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

"Outstanding", when used with respect to Securities means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

(b) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such Securities and any coupons
appertaining thereto; provided, however, that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant
to this Indenture or provision therefor satisfactory to the Trustee
has been made; and

(c) Securities which have been paid pursuant to Section
306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Securities are held by
a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;

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<PAGE> 14
denominated in a foreign currency shall be the U.S. dollar equivalent,
determined by the Company on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in clause (i) above), of such
Security and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

"Paying Agent" means any Person, which may include the
Company, authorized by the Company to pay the principal of (and premium, if
any) or interest on any one or more series of Securities on behalf of the
Company.

"Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof.

"Place of Payment", when used with respect to the Securities
of any series, means the place or places where the principal of (and premium,
if any) and interest on the Securities of that series are payable as specified
in accordance with Section 301 subject to the provisions of Section 1002.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a
Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security or the Security to which a mutilated, destroyed, lost or stolen
coupon appertains, as the case may be.

"Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Registered Security" means any Security in the form
established pursuant to Section 201 which is registered in the Security
Register.

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<PAGE> 15
"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date
specified for that purpose as contemplated by Section 301, or, if not so
specified, the last day of the calendar month preceding such Interest Payment
Date if such Interest Payment Date is the fifteenth day of the calendar month
or the fifteenth day of the calendar month preceding such Interest Payment Date
if such Interest Payment Date is the first day of a calendar month, whether or
not such day shall be a Business Day.

"Required Currency" has the meaning specified in Section 506.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice chairman of the board of directors, the chairman
or any vice chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any Vice President, the
secretary, any assistant secretary, the treasurer, any assistant treasurer, the
cashier, any assistant cashier, any trust officer or assistant trust officer,
the controller or any assistant controller or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

"Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of any series means a date fixed by the
Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or coupon representing such installment of interest
as the fixed date on which the principal of such Security or such installment
of principal or interest is due and payable.

"Subsidiary" means a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock which ordinarily has voting power for the election of directors, whether
at all times or only so long as no senior class of stock has such voting power
by reason of any contingency.

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<PAGE> 16
"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905.

"United States" means the United States of America (including
the States and the District of Columbia) and its "possessions", which include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

"United States Alien" means any Person who, for United States
federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien or foreign fiduciary of an estate or trust, or
a foreign partnership.

"U.S. Government Obligations" has the meaning specified in
Section 401.

"Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

"Yield to Maturity", when used with respect to any Original
Issue Discount Security, means the yield to maturity, if any, set forth on the
face thereof.

SECTION 102. Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust
Indenture Act, the provision is incorporated by reference in and made a part of
this Indenture. The following Trust Indenture Act terms used in this Indenture
have the following meanings:

"Bankruptcy Act" means the Bankruptcy Act or Title 11 of the
United States Code.

"indenture securities" means the Securities.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the
Trustee.

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<PAGE> 17
"obligor" on the indenture securities means the Company or any
other obligor on the Securities.

All the other Trust Indenture Act terms used in this Indenture
that are defined by the Trust Indenture Act, defined by Trust Indenture Act
reference to another statute or defined by Commission rule under the Trust
Indenture Act and not otherwise defined herein have the meanings assigned to
them therein.

SECTION 103. Compliance Certificates and Opinions.

Except as otherwise expressly provided by this Indenture, upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate
or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

(1) a statement that each Person signing such certificate
or opinion has read such covenant or condition and the definitions
herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such Person,
such Person has made such examination or investigation as is necessary
to enable such Person to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each
such Person, such condition or covenant has been complied with.

SECTION 104. Form of Documents Delivered to Trustee.

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<PAGE> 18
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.

Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or Opinion of Counsel may
be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

SECTION 105. Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given by Holders of
such series may, alternatively, be embodied in and evidenced by the record of
Holders of Securities of such series voting in favor thereof, either in person
or by proxies duly appointed in writing, at a meeting of Holders of Securities
of such series duly called and held in accordance with the provisions of
Article Thirteen, or a combination of such instruments and any such records.
Except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments or record or both are delivered
to the Trustee and, where it is hereby expressly required, to the Company.
Such instrument or instruments and any such record (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments and so voting at any such
meeting. Proof of execution of any such instrument or of a writing appointing
any such agent, or the holding of any Person of a Security, shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved in
the manner provided in Section 1306.

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<PAGE> 19
of 30 days prior to the first solicitation of such consent or the date of the
most recent list of Holders furnished to the Trustee prior to such
solicitation. If a record date is fixed, those persons who were Holders of
Registered Securities at such record date (or their duly designated proxies),
and only those persons, shall be entitled with respect to such Securities to
take such action by vote or consent or to revoke any vote or consent previously
given, whether or not such persons continue to be Holders after such record
date.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

(d) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary or exhibited to it the Bearer Securities therein
described; or such facts may be proved by the certificate of the Person holding
such Bearer Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (i) another certificate
bearing a later date issued in respect of the same Bearer Security is produced,
(ii) such Bearer Security is produced to the Trustee by some other Person,
(iii) such Bearer Security is surrendered in exchange for a Registered
Security, or (iv) such Bearer Security is no longer Outstanding. The principal
amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may also be proved in any other manner which the Trustee
deems sufficient.

(e) In determining whether the Holders of the requisite principal
amount of Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver under this Indenture, the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that would be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502 at the time the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee for such Securities.

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<PAGE> 20
(f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security. Any consent or waiver of the Holder of any Security shall
be irrevocable for a period of six months after the date of execution thereof,
but otherwise any such Holder or subsequent Holder may revoke the request,
demand, authorization, direction, notice, consent, waiver or other Act as to
such Holder's Security or portion thereof. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the Act
becomes effective.

SECTION 106. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice,
consent, waiver or other Act of Holders or other document provided or permitted
by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Corporate Trust Group, or

(2) the Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage
prepaid, to the Company addressed to it at the address of its
principal office specified in the first paragraph of this instrument
or at any other address previously furnished in writing to the Trustee
by the Company, Attention: Corporate Secretary.

SECTION 107. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of
Securities of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) (a) to Holders of Registered Securities if
in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at the address of such Holder as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice and (b) to Holders of Bearer
Securities if published in an Authorized Newspaper in the City of New York and
London or other capital city in Western Europe and in such other city or cities
as may be specified in such Bearer Securities on a Business Day at least twice,
the first such publication to be not earlier than the earliest date, and not
later than the latest date, prescribed for the giving of such notice.

In case by reason of the suspension of regular mail service,
or by reason of any other cause it shall be impracticable to give such notice
to Holders of Registered Securities

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<PAGE> 21
by mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose hereunder.
In any case in which notice to Holders of Registered Securities is given by
mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder of a Registered Security, shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.

In case by reason of the suspension of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be made
with the approval of the Trustee for such Securities shall constitute
sufficient notice to such Holders for every purpose hereunder. Neither the
failure to give notice by publication to Holders of Bearer Securities as
provided above, nor any defect in any notice so published, shall affect the
sufficiency of any notice to Holders of Registered Securities given as provided
herein.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

SECTION 108. Conflict With Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision hereof which is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such provision of the Trust Indenture Act shall control.

SECTION 109. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 110. Successors and Assigns.

All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

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<PAGE> 22
SECTION 111. Separability Clause.

In case any provision in this Indenture or in the Securities
(or any coupon appertaining thereto) shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

SECTION 112. Benefits of Indenture.

Nothing in this Indenture or in the Securities (or any coupon
appertaining thereto), express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders, any benefit
or any legal or equitable right, remedy or claim under this Indenture.

SECTION 113. Governing Law.

This Indenture and the Securities (or any coupon appertaining
thereto) shall be governed by and construed in accordance with the laws of the
State of New York.

SECTION 114. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities or coupons appertaining thereto) payment of principal and interest
(and premium and Additional Amounts, if any,) need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

SECTION 115. Corporate Obligation.

No recourse may be taken, directly or indirectly, against any
incorporator, subscriber to the capital stock, shareholder, officer, director
or employee of the Company or the Trustee or of any predecessor or successor of
the Company or the Trustee with respect to the Company's obligations on the
Securities or any coupons appertaining thereto or the obligations of the
Company or the Trustee under this Indenture or any certificate or other writing
delivered in connection herewith.

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<PAGE> 23
ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Registered Securities, if any, of each series and the
Bearer Securities, if any, of each series and related coupons appertaining
thereto shall be in substantially such form or forms (including temporary or
permanent global form) as shall be established by or pursuant to a Board
Resolution or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange
or as may, consistently herewith, be determined by the officers executing such
Securities or coupons appertaining thereto, as evidenced by their execution of
the Securities or coupons appertaining thereto. If temporary Securities of any
series are issued in global form as permitted by Section 304, the form thereof
shall be established as provided in the preceding sentence. A copy of the
Board Resolution establishing the form or forms of Securities or coupons
appertaining thereto of any series (or any such temporary global Security)
shall be certified by the Secretary or an Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities (or any such temporary global Security) or coupons appertaining
thereto.

Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons appertaining thereto attached.

The definitive Securities and coupons appertaining thereto, if
any, shall be printed lithographed or engraved on steel engraved borders or may
be produced in any other manner, all as determined by the officers executing
such Securities or coupons appertaining thereto, as evidenced by their
execution thereof.

SECTION 202. Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication shall be in
substantially the following form:

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<PAGE> 24
"This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

_______________________________________
as Trustee

By_____________________________________
Authorized Signatory."

SECTION 203. Securities in Global Form.

If Securities of a series are issuable in global form, as
contemplated by Section 301, then, notwithstanding clause (10) of Section 301
and the provisions of Section 302, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding Securities
from time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount,
or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified in such
Security or in a Company Order to be delivered to the Trustee pursuant to
Section 303 or Section 304. Subject to the provisions of Section 303 and, if
applicable, Section 304, the Trustee shall deliver and redeliver any Security
in permanent global form in the manner and upon instructions given by the
Person or Persons specified in such Security or in the applicable Company
Order. If a Company Order pursuant to Section 303 or 304 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be in
writing but need not comply with Section 103 and need not be accompanied by an
Opinion of Counsel.

The provisions of the last sentence of Section 303 shall apply
to any Security in global form if such Security was never issued and sold by
the Company and the Company delivers to the Trustee the Security in global form
together with written instructions (which need not comply with Section 103 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 303.

Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of
(and premium, if any) and interest, on any Security in permanent global form
shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company or of the

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<PAGE> 25
Trustee shall treat a Person as the Holder of such principal amount of
Outstanding Securities represented by a global Security as shall be specified
in a written statement, if any, of the Holder of such global Security or, in
the case of a global Bearer Security, of Euro-clear or CEDEL S.A., which is
produced to the Security Registrar by such Holder.

Global Securities may be issued in either registered or bearer
form and in either temporary or permanent form. Permanent Global Securities
will be issued in definitive form.

SECTION 204. Form of Legend for Book-Entry Securities.

Any Book-Entry Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

"This Security is a Book-Entry Security within the meaning of
the Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Security is exchangeable for
Securities registered in the name of a Person other than the Depository or its
nominee only in the limited circumstances described in or pursuant to the
Indenture, and no transfer of this Security (other than a transfer of this
Security as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the
Depository) may be registered except in such limited circumstances."

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from all other
Securities);

(2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange

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for, or in lieu of, other Securities of the series pursuant to Section
304, 305, 306, 906 or 1107);

(3) whether Securities of the series are to be issuable
as Registered Securities, Bearer Securities or both, whether any
Securities of the series are to be issuable initially in temporary
global form and whether any Securities of the series are to be
issuable in permanent global form with or without coupons appertaining
thereto and, if so, whether beneficial owners of interests in any such
permanent global Security may exchange such interests for Securities
of such series and of like tenor of any authorized form and
denomination and the circumstances under which any such exchanges may
occur, if other than in the manner provided in Section 305, and the
Common Depositary for any global Security or Securities;

(4) the manner in which, or the Person to whom, any
interest on any Bearer Security of the series shall be payable, if
otherwise than upon presentation and surrender of the coupons
appertaining thereto as they severally mature and the extent to which,
or the manner in which, any interest payable on a temporary global
Security on any Interest Payment Date will be paid if other than in
the manner provided in Section 304;

(5) the date or dates on which the principal (and
premium, if any) of the Securities of the series is payable or the
method of determination thereof;

(6) the rate or rates, or the method of determination
thereof, at which the Securities of the series shall bear interest, if
any, whether and under what circumstances Additional Amounts with
respect to such Securities shall be payable, the date or dates from
which such interest shall accrue, the Interest Payment Dates on which
such interest shall be payable and, if other than as set forth in
Section 101, the Regular Record Date for the interest payable on any
Registered Securities on any Interest Payment Date;

(7) the place or places where, subject to the provisions
of Section 1002, the principal of (and premium, if any) and interest,
if any, on, and any Additional Amounts with respect to, the Securities
of the series shall be payable;

(8) the period or periods within which, the price or
prices at which and the terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the
Company, if the Company is to have that option;

(9) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof and the
period or periods within which, the price or prices at which and the
terms and conditions upon which, Securities of the series shall be
redeemed or purchased in whole or in part pursuant to such obligation;

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<PAGE> 27
(10) the denomination in which any Registered Securities
of that series shall be issuable, if other than denominations of
$1,000 and any integral multiple thereof, and the denomination in
which any Bearer Securities of that series shall be issuable, if other
than the denomination of $5,000;

(11) the currency or currencies (including composite
currencies) in which payment of the principal of (and premium, if any)
and interest on, and any Additional Amounts with respect to, the
Securities of the series shall be payable if other than the currency
of the United States of America;

(12) if the principal of (and premium,if any) or interest
on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies
(including composite currencies) other than that in which the
Securities are stated to be payable, the currency or currencies
(including composite currencies) in which payment of the principal of
(and premium, if any) and interest on, and any Additional Amounts with
respect to, Securities of such series as to which such election is
made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made;

(13) if the amount of payments of principal of (and
premium, if any) or interest on, and any Additional Amounts with
respect to, the Securities of the series may be determined with
reference to an index, the manner in which such amounts shall be
determined;

(14) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity
thereof pursuant to Section 502;

(15) whether the Securities of the series shall be issued
upon original issuance in whole or in part in the form of one or more
Book-Entry Securities and, in such case, (a) the Depository with
respect to such Book-Entry Security or Securities; and (b) the
circumstances under which any such Book-Entry Security may be
exchanged for Securities registered in the name of, and any transfer
of such Book-Entry Security may be registered to, a Person other than
such Depository or its nominee, if other than as set forth in Section
305;

(16) any additional means of satisfaction and discharge of
this Indenture with respect to Securities of the series pursuant to
Section 401, any additional conditions to discharge pursuant to
Section 401 or 403 and the application, if any, of Section 403;

(17) any deletions or modifications of or additions to the
Events of Default set forth in Section 501 or covenants of the Company
set forth in Article Ten pertaining to the Securities of the series;
and

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<PAGE> 28
(18) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture).

All Securities of any one series and the coupons appertaining
to any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to Section 303) set forth, or determined in the manner
provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

At the option of the Company, interest on the Securities of
any series that bears interest may be paid by mailing a check to the address of
any Holder as such address shall appear in the Security Register.

If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action together with such Board Resolution shall be certified by the Secretary
or an Assistant Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers' Certificate setting forth the terms of
the series.

SECTION 302. Denominations.

The Securities of each series shall be issuable in such
denominations as shall be specified as contemplated by Section 301. In the
absence of any such provisions with respect to the Securities of any series,
the Registered Securities of such series denominated in Dollars shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of such series denominated in Dollars shall be issuable in
the denominations of $5,000 and any integral multiple thereof. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, any Securities of a series denominated in a currency other than
Dollars shall be issuable in denominations that are the equivalent, as
determined by the Company by reference to the noon buying rate in The City of
New York for cable transfers for such currency, as such rate is reported or
otherwise made available by the Federal Reserve Bank of New York, on the
applicable issue date for such Securities, of $1,000 and any integral multiple
thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities and any coupons appertaining thereto shall be
executed on behalf of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President, its Treasurer or one of its Vice
Presidents, under its corporate seal reproduced thereon or affixed thereto
attested by its Secretary or one of its Assistant Secretaries. The signature
of any of these officers on the Securities may be manual or facsimile. Coupons
shall bear the facsimile signature of the President or any Vice President of
the Company.

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<PAGE> 29
Securities and coupons appertaining thereto bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities or coupons.

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series,
together with any coupons appertaining thereto, executed by the Company to the
Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities as in
this Indenture provided and not otherwise; provided, however, that, in
connection with its sale, during the "restricted period" (as defined in Section
1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations), no Bearer
Security shall be mailed or otherwise delivered to any location in the United
States; and provided, further, that a Bearer Security may (other than a
temporary global security in bearer form delivered as provided in Section 304)
be delivered outside the United States in connection with its original issuance
only if the Person entitled to receive such Bearer Security shall have
furnished a certificate in the form set forth in Exhibit A to this Indenture,
or in such other form of certificate as shall contain information then required
by federal income tax laws and, if applicable, federal securities laws, dated
no earlier than the Certification Date. If any Security shall be represented
by a permanent global Bearer Security, then, for purposes of this Section and
Section 304, the notation of a beneficial owner's interest therein upon
original issuance of such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be delivery in connection with sale, during
the "restricted period" (as defined in Section 1.163-5(c)(2)(i)(D)(7) of the
United States Treasury Regulations) of such beneficial owner's interest in such
permanent global Security. Except as permitted by Section 306, the Trustee
shall not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled.

If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been established
by or pursuant to Board Resolution as permitted by Section 201, that
such form has been established in conformity with the provisions of
this Indenture;

(b) if the terms of such Securities have been established
by or pursuant to Board Resolution as permitted by Section 301, that
such terms have been established in conformity with the provisions of
this Indenture; and

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<PAGE> 30
(c) that such Securities, together with any coupons
appertaining thereto, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and
binding obligations of the Company, enforceable in accordance with
their terms, except as such enforcement is subject to the effect of
(i) bankruptcy, insolvency, reorganization or other law relating to or
affecting creditors' rights and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding
in equity or at law).

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

Each Registered Security shall be dated the date of its
authentication; and each Bearer Security shall be dated as of the date of
issuance of the first Bearer Security of such series to be issued.

No Security or coupon or coupons appertaining thereto shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security, or the Security to which such
coupon appertains, a certificate of authentication substantially in the form
provided for herein executed by the Trustee by manual signature, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309 together with a written statement (which need not
comply with Section 103 and need not be accompanied by an Opinion of Counsel)
stating that such Security has never been issued and sold by the Company, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any
series, the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu
of which they are issued, in registered form or, if authorized, in bearer form
with one or more coupons appertaining thereto or without coupons, and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of any series issuable as Bearer
Securities, such temporary Securities may be in

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<PAGE> 31
global form. A temporary Bearer Security shall be delivered only in compliance
with the conditions set forth in Section 303.

Except in the case of temporary Securities in global form
(which shall be exchanged in accordance with the provisions of the following
paragraphs), if temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Securities of any series (accompanied by any unmatured
coupons appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations. Until so
exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series; provided, however, that no Bearer Security shall be issued in
exchange for a temporary Registered Security; and provided, further, that a
definitive Bearer Security (including interests in a permanent Global Security)
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in Section 303.

Any temporary global Bearer Security and any permanent global
security shall, unless otherwise provided therein, be delivered to the London
office of a depositary or common depositary (the "Common Depositary") for the
benefit of Euro-clear and CEDEL S.A. for credit to the respective accounts of
the beneficial owners of such Securities (or to such other accounts as they may
direct).

Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such temporary
global Security of a series (the "Exchange Date"), the Company shall deliver to
the Trustee definitive Securities of that series in aggregate principal amount
equal to the principal amount of such temporary global Security, executed by
the Company. On or after the Exchange Date such temporary global Security
shall be surrendered by the Common Depositary to the Trustee, as the Company's
agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Securities of that series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged; provided however, that unless
otherwise specified in such temporary global Security, upon such presentation
by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euro-clear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL S.A. as to the portion of such temporary
global Security held for its account then to be exchanged,

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<PAGE> 32
each in the form set forth in Exhibit B to this Indenture. The definitive
Securities to be delivered in exchange for any such temporary global Security
shall be in bearer form, registered form, permanent global bearer form or
permanent global registered form, or any combination thereof, as specified as
contemplated by Section 301, and if any combination thereof is so specified, as
requested by the beneficial owner thereof.

Unless otherwise specified in the temporary global Security,
the interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged on the Exchange Date for definitive
Securities (and where the form of the definitive Securities is not specified by
the Holder, for an interest in a permanent global Security) of the same series
and of like tenor unless, on or prior to the Exchange Date, such beneficial
owner has not delivered to Euro-clear or CEDEL S.A. as the case may be, a
certificate in the form set forth in Exhibit A to this Indenture dated no
earlier than the Certification Date, copies of which certificate shall be
available from the offices of Euro-clear and CEDEL S.A., the Trustee, any
Authenticating Agent appointed for such series of Securities and each Paying
Agent and after the Exchange Date, the interest of a beneficial owner of
Securities of a series in a temporary global Security shall be exchanged for
definitive Securities (and where the form of the definitive Securities is not
specified by the Holder, for an interest in a permanent global Security) of the
same series and of like tenor following such beneficial owner's delivery to
Euro-clear or CEDEL S.A. as the case may be, of a certificate in the form set
forth in Exhibit A to this Indenture dated no earlier than the Certificate
Date. Unless otherwise specified in such temporary global Security, any
exchange shall be made free of charge to the beneficial owners of such
temporary global Security, except that a Person receiving definitive Securities
must bear the cost of insurance, postage, transportation and the like in the
event that such Person does not take delivery of such definitive Securities in
person at the offices of Euro-clear or CEDEL S. A. Definitive Securities in
bearer form to be delivered in exchange for any portion of a temporary global
Security shall be delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 301, interest payable on a temporary
global Security on an Interest Payment Date for Securities of such series shall
be payable to Euro-clear and CEDEL S.A. on such Interest Payment Date upon
delivery by Euro-clear and CEDEL S.A. to the Trustee of a certificate or
certificates in the form set forth in Exhibit B to this Indenture, for credit
without further interest on or after such Interest Payment Date to the
respective accounts of the Persons who are the beneficial owners of such
temporary global Security on such Interest Payment and who have each delivered
to Euro-clear or CEDEL S.A., as the case may be, a certificate in the form set
forth in Exhibit A to this Indenture. Any interest so received by Euro-clear
or CEDEL S.A. and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with Section 1003.

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<PAGE> 33
SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept for each series of
Securities at one of the offices or agencies maintained pursuant to Section
1002 a register (the register maintained in such office and in any other office
or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Registered Securities and of transfers of Registered Securities
of such series. The Trustee is hereby initially appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

Upon surrender for registration of transfer of any Registered
Security of any series at the office or agency in a Place of Payment for that
series, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Registered Securities of the same series and of like tenor, of any
authorized denominations and of a like aggregate principal amount.

At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series and
of like tenor, of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive. Bearer
Securities may not be issued in exchange for Registered Securities.

At the option of the Holder, Bearer Securities of any series
may be exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any such
unmatured coupon or coupons or matured coupon or coupons in default, such
exchange may be effected if the Bearer Securities are accompanied by payment in
funds acceptable to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such
office or agency on (a) any Regular Record Date and

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<PAGE> 34
before the opening of business at such office or agency on the relevant
Interest Payment Date, or (b) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date for payment, as
the case may be, and interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of the Registered Security issued in exchange for
such Bearer Security but will be payable only to the Holder of such coupon when
due in accordance with the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Security are entitled to exchange such interest
for Securities of such series and of like tenor and principal amount of another
authorized form and denomination, as specified as contemplated by Section 301,
then without unnecessary delay but in any event not later than the earliest
date on which such interests may be so exchanged, the Company shall deliver to
the Trustee definitive Securities of that series in an aggregate principal
amount equal to the principal amount of such permanent global Security,
executed by the Company. On or after the earliest date on which such interests
may be so exchanged, such permanent global Security shall be surrendered from
time to time in accordance with instructions given to the Trustee and the
Common Depositary (which instructions shall be in writing but need not comply
with Section 103 or be accompanied an Opinion of Counsel) by the Common
Depositary or such other depositary or Common Depositary as shall be specified
in the Company Order with respect thereto to the Trustee, as the Company's
agent for such purpose, to be exchanged, in whole or in part, for definitive
Securities of the same series without charge and the Trustee shall authenticate
and deliver, in exchange for each portion of such permanent global Security, a
like aggregate principal amount of other definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered Securities,
as specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series is to be redeemed and
ending on the relevant Redemption Date; and provided, further, that no Bearer
Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States.
Promptly following any such exchange in part, such permanent global Security
shall be returned by the Trustee to the Common Depositary or such other
depositary or Common Depositary referred to above in accordance with the
instructions of

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<PAGE> 35
the Company referred to above. If a Registered Security is issued in exchange
for any portion of a permanent global Security after the close of business at
the office or agency where such exchange occurs on (a) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (b) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, interest or Defaulted Interest, as the case may be, will
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but will be payable on
such Interest Payment Date or proposed for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such permanent global
Security is payable in accordance with the provisions of this Indenture.

All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer or
exchange.

Every Registered Security presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Trustee) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of
transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Securities, other than exchange pursuant to Section 304, 906 or 1107 not
involving any transfer.

The Company shall not be required (a) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of such series selected for redemption and ending at
the close of business on (i) if Securities of the series are issuable only as
Registered Securities, the day of the mailing of the relevant notice of
redemption and (ii) if Securities of the series are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption, or if Securities of the series are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice of
redemption or (b) to register the transfer of or exchange any Registered
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part or (c) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series and like tenor, provided
that such Registered Security shall be simultaneously surrendered for
redemption.

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<PAGE> 36
Notwithstanding the foregoing and except as otherwise
specified pursuant to Section 301, any Book-Entry Security shall be
exchangeable pursuant to this Section 305 or Sections 304, 906 and 1107 for
Securities registered in the name of, and a transfer of a Book-Entry Security
of any series may be registered to, any Person other than the Depository for
such Security or its nominee only if (a) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Book- Entry
Security or if at any time such Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (b) the
Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so exchangeable and the transfer thereof so
registrable or (c) there shall have occurred and be continuing an Event of
Default, or an event which after notice or lapse of time would be an Event of
Default, with respect to the Securities of such series. Upon the occurrence in
respect of any Book-Entry Security of any series of any one or more of the
conditions specified in clauses (a), (b) or (c) of the preceding sentence or
such other conditions as may be specified, such Book-Entry Security may be
exchanged for Securities registered in the names of, and the transfer of such
Book-Entry Security may be registered to, such Persons (including Persons other
than the Depository with respect to such series and its nominees) as such
Depository shall direct. Notwithstanding any other provision of this
Indenture, any Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall
also be a Book-Entry Security and shall bear the legend specified in Section
204 except for any Security authenticated and delivered in exchange for, or
upon registration of transfer of, a Book-Entry Security pursuant to the
preceding sentence.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security or a Security with a mutilated
coupon appertaining to it is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons corresponding
to the coupons, if any, appertaining to the surrendered Security.

If there shall be delivered to the Company and the Trustee (a)
evidence to their satisfaction of the destruction, loss or theft of any
Security or coupon appertaining thereto and (b) such security or indemnity as
may be required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee that
such Security or coupon has been acquired by a bona fide purchaser, the Company
shall execute and upon its request the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security or in exchange for the
Security to which a destroyed, lost or stolen coupon appertains (with all
appurtenant coupons not destroyed, lost or stolen), a new Security of the same
series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons, if
any, appertaining to such destroyed, lost or stolen Security or to the Security
to which such destroyed, lost or stolen coupon appertains.

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In case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security; provided,
however, that the principal of and any premium and interest on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States.

Upon the issuance of any new Security under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fee and expenses of the Trustee) connected therewith.

Every new Security of any series with its coupons, if any,
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security or in exchange for a Security to which a destroyed, lost or stolen
coupon appertains shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen
Security and its coupons, if any, or the destroyed, lost or stolen coupons
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities
or coupons.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Interest on any Registered Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. Unless otherwise provided with respect to the Securities of
any series, payment of interest may be made at the option of the Company (a) in
the case of Registered Securities, by check mailed or delivered to the address
of any Person entitled thereto as such address shall appear in the Security
Register, or (b) in the case of Bearer Securities, except as otherwise provided
in Section 1002, upon presentation and surrender of the appropriate coupon
appertaining thereto at an office or agency of the Company in a Place of
Payment located outside the United States or by transfer to an account
maintained by the payee with a bank located outside the United States.

Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

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(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Registered Securities of such series at his address as
it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following clause (2).

(2) The Company may make payment of any Defaulted
Interest on the Registered Securities of any series in any other
lawful manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this
clause, such manner of payment shall be deemed practicable by the
Trustee.

Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture, upon registration of transfer of, in
exchange for or in lieu of, any other Security, shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 308. Persons Deemed Owners.

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Registered Security for the purpose of receiving payment of principal of (and
premium, if any) and (subject to Sections 305 and 307) interest on such
Registered Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Security or coupon be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

Notwithstanding the foregoing, with respect to any Book-Entry
Security, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Depository or impair, as between a
Depository and holders of beneficial interests in any Book-Entry Security, the
operation of customary practices governing the exercise of the rights of the
Depository (or its nominee) as Holder of such Book-Entry Security.

SECTION 309. Cancellation.

All Securities and coupons surrendered for payment,
redemption, registration of transfer or exchange or for credit against any
sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee. All Registered Securities and matured
coupons so delivered shall be promptly cancelled by the Trustee. All Bearer
Securities and unmatured coupons so delivered shall be held by the Trustee and,
upon instruction by a Company Order, shall be cancelled or held for reissuance.
Bearer Securities and unmatured coupons held for reissuance may be reissued
only in replacement of mutilated, lost, stolen or destroyed Bearer Securities
of the same series and like tenor or the related coupons pursuant to Section
306. All Bearer Securities and unmatured coupons held by the Trustee pending
such cancellation or reissuance shall be deemed to be delivered for all
purposes of this Indenture and the Securities. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities held by the Trustee
shall be disposed of as directed by a Company Order.

In the case of any temporary global Security, which shall be
disposed of if the entire aggregate principal amount of the Securities
represented thereby has been exchanged,

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the certificate of disposition shall state that all certificates required
pursuant to Section 304 hereof, substantially in the form of Exhibit B hereto,
to be given by the Euro-clear operator or CEDEL S.A., have been duly presented
to the Trustee for such Securities by the Euro-clear operator or CEDEL S.A. as
the case may be. Permanent global Securities shall not be disposed of until
exchanged in full for definitive Securities or until payment thereon is made in
full.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a year of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of
further effect with respect to Securities of a series, and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to Securities of such
series, when

(1) either

(A) all Securities of such series theretofore
authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for exchange for Registered
Securities and maturing after such exchange, whose surrender
is not required or has been waived as provided in Section 305,
(ii) Securities and coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Bearer Securities
called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided
in Section 1106, and (iv) Securities and coupons for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee
for cancellation; or

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Trustee as trust funds, under the terms of an irrevocable
trust agreement in form and substance satisfactory to the
Trustee, for the purpose money or U.S. Government Obligations
maturing as to principal and interest in such amounts and at
such times as will, together with the income to accrue
thereon, without consideration of any reinvestment thereof, be
sufficient to pay and discharge the entire indebtedness on all
Outstanding Securities of such series and coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation for principal (and premium and Additional
Amounts, if any) and interest to the Stated Maturity or any
Redemption Date contemplated by the penultimate paragraph of
this Section, as the case may be; or

(C) the Company has properly fulfilled such other
means of satisfaction and discharge as is specified, as
contemplated by Section 301, to be applicable to the
Securities of such series;

(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company with respect to the Outstanding
Securities of such series;

(3) the Company has complied with any other conditions
specified pursuant to Section 301 to be applicable to the discharge of
Securities of such series pursuant to this Section 401; and

(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture with respect to the Outstanding
Securities of such series have been complied with.

For the purposes of this Indenture, "U.S. Government
Obligations" means direct non-callable obligations of, or non-callable
obligations the payment of principal of and interest on which is guaranteed by,
the United States of America, or to the payment of which obligations or
guarantees the full faith and credit of the United States of America is
pledged, or beneficial interests in a trust the corpus of which consists
exclusively of money or such obligations or a combination thereof.

If any Outstanding Securities of such series are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund
requirement, the trust agreement shall provide therefor and the Company shall
make such arrangements as are satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

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(A) of clause (1) of this Section, the obligations of the Company under
Sections 305, 306, 404, 1001 and 1002 and the obligations of the Trustee under
Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section
1003, all money deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities, the coupons and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
(and premium, if any) and interest and Additional Amounts for the payment of
which such money has been deposited with the Trustee.

SECTION 403. Discharge of Liability on Securities of Any Series.

If this Section is specified, as contemplated by Section 301,
to be applicable to Securities of any series, the Company shall be deemed to
have paid and discharged the entire indebtedness on all the Outstanding
Securities of such series, the obligation of the Company under this Indenture
and the Securities of such series to pay the principal of (and premium, if any)
and interest on Securities of such series, and any coupon appertaining thereto,
shall cease, terminate and be completely discharged and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging such
satisfaction and discharge, when

(1) the Company has complied with the provisions of
Section 401 of this Indenture (other than any additional conditions
specified pursuant to Sections 301 and 401(3)) with respect to all
Outstanding Securities of such series,

(2) the Company has delivered to the Trustee a Company
Request requesting such satisfaction and discharge,

(3) the Company has complied with any other conditions
specified pursuant to Section 301 to be applicable to the discharge of
Securities of such series pursuant to this Section 403, and

(4) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the discharge of
the indebtedness on the Outstanding Securities of such series have
been complied with.

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longer be binding upon, or applicable to, the Company; provided, however, that,
the Company shall not be discharged from any payment obligations in respect of
Securities of such series which are deemed not to be Outstanding under clause
(c) of the definition thereof if such obligations continue to be valid
obligations of the Company under applicable law or pursuant to Section 305 or
306.

SECTION 404. Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations deposited with respect to Securities of any series
in accordance with Section 401 by reason of any legal proceeding or by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture with respect to the Securities of such series
and the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to Section 401 until such time as the Trustee or
Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with Section 401; provided, however, that if the
Company has made any payment of principal or interest of (or premium, if any),
and any Additional Amounts with respect to, on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money or
U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a
particular series or it is specifically deleted or modified in or pursuant to
the supplemental indenture or Board Resolution establishing such series of
Securities or in the form of Security for such series:

(1) default in the payment of any interest or any
Additional Amounts upon any Security of that series when such interest
or Additional Amounts become due and payable, and continuance of such
default for a period of 30 days; or

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity; or

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(3) default in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series, and
continuance of such default for a period of 60 days; or

(4) default in the performance or breach of any covenant
or warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of one or more
series of Securities other than that series), and continuance of such
default or breach for a period of 90 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the Holders of at least 25% in
principal amount of all Outstanding Securities a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder; or

(5) the entry by a court having jurisdiction in the
premises of (A) a decree or order for relief in respect of the Company
in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or
(B) a decree or order adjudging the Company a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company
under any applicable federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive
days; or

(6) the commencement by the Company of a voluntary case
or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case
or proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in respect
of the Company in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it, of a
petition or answer or consent seeking reorganization or relief under
any applicable federal or state law, or the consent by it to the
filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate
action by the Company in furtherance of any such action; or

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(7) any other Event of Default provided with respect to
Securities of that series.

Notwithstanding the foregoing provisions of this Section 501,
if the principal of (and premium, if any) or any interest on, or Additional
Amounts with respect to, any Security is payable in a currency or currencies
(including a composite currency) other than Dollars and such currency (or
currencies) is (or are) not available to the Company for making payment thereof
due to the imposition of exchange controls or other circumstances beyond the
control of the Company, the Company will be entitled to satisfy its obligations
to Holders of the Securities by making such payment in Dollars in an amount
equal to the Dollar equivalent of the amount payable in such other currency, as
determined by the Trustee by reference to the noon buying rate in The City of
New York for cable transfers for such currency ("Exchange Rate"), as such
Exchange Rate is reported or otherwise made available by the Federal Reserve
Bank of New York on the date of such payment, or, if such rate is not then
available, on the basis of the most recently available Exchange Rate.
Notwithstanding the foregoing provisions of this Section 501, any payment made
under such circumstances in Dollars where the required payment is in a currency
other than Dollars will not constitute an Event of Default under this
Indenture.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to any Securities of any
series at the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities of (a) the series affected by such default (in the case
of an Event of Default described in clause (1), (2), (3) or (7) of Section 501)
or (b) all series of Securities (in the case of other Events of Default) may
declare the principal amount (or, if any such Securities are Original Issue
Discount Securities, such portion of the principal amount as may be specified
in the terms of that series) of all of the Securities of the series affected by
such default or all series, as the case may be, to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

At any time after such a declaration of acceleration with
respect to Securities of any series (or of all series, as the case may be) has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article provided, the Holders of
a majority in principal amount of the Outstanding Securities of that series (or
of all series, as the case may be), by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay

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(A) all overdue interest on, and any Additional
Amounts with respect to, all Securities of that series (or of
all series, as the case may be) and any coupons appertaining
thereto,

(B) the principal of (and premium, if any, on)
any Securities of that series (or of all series, as the case
may be) which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate
or rates prescribed therefor in such Securities (in the case
of Original Issue Discount Securities, the Securities' Yield
to Maturity),

(C) to the extent that payment of such interest
is lawful, interest upon overdue interest and any Additional
Amounts at the rate or rates prescribed therefor in such
Securities (in the case of Original Issue Discount Securities,
the Securities' Yield to Maturity), and

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel;

and

(2) all Events of Default with respect to Securities of
that series (or of all series, as the case may be), other than the
non-payment of the principal of Securities of that series (or of all
series, as the case may be) which have become due solely by such
declaration of acceleration, have been cured or waived as provided in
Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any installment of
interest on, or any Additional Amounts with respect to, any Security
of any series and any coupons appertaining thereto when such interest
or Additional Amounts shall have become due and payable and such
default continues for a period of 60 days, or

(2) default is made in the payment of the principal of
(or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable
on such Securities and

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coupons for principal (and premium, if any) and interest and Additional Amounts
and, to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium, if any) and on any overdue
interest and Additional Amounts, at the rate or rates prescribed therefor in
such Securities (or in the case of Original Issue Discount Securities, the
Securities' Yield to Maturity), and, in addition thereto, such further amount
as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and
unpaid, may prosecute such proceeding to judgment or final decree and may
enforce the same against the Company or any other obligor upon such Securities
and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such
Securities, wherever situated.

If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series and any related coupons by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition
or other judicial proceeding relative to the Company or any other obligor upon
the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal (or lesser amount
in the case of Original Issue Discount Securities) of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal, interest or Additional Amounts) shall be
entitled and empowered, by intervention in such proceeding or otherwise,

(a) to file and prove a claim for the whole amount of
principal (or lesser amount in the case of Original Issue Discount
Securities) (and premium, if any) and interest and any Additional
Amounts owing and unpaid in respect of the Securities or any coupons
appertaining thereto and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding, and

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(b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceedings.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons.

All rights of action and claim under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without
possession of any of the Securities or coupons or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal
(or premium, if any), interest or any Additional Amounts, upon presentation of
the Securities or coupons, or both as the case may be, and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607;

SECOND: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest and any Additional
Amounts on the Securities and coupons in respect of which or for the
benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and
payable on such Securities and coupons for principal (and premium, if
any), interest and Additional Amounts, respectively; and

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THIRD: The balance, if any, to the Person or Persons entitled
thereto.

To the fullest extent allowed under applicable law, if for the
purpose of obtaining judgment against the Company in any court it is necessary
to convert the sum due in respect of the principal of (or premium, if any) or
interest on the Securities of any series (the "Required Currency") into a
currency in which a judgment will be rendered (the "Judgment Currency"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Business Day next
preceding that on which final judgment is given. Neither the Company nor the
Trustee shall be liable for any shortfall nor shall it benefit from any
windfall in payments to Holders of Securities under this Section caused by a
change in exchange rates between the time the amount of a judgment against it
is calculated as above and the time the Trustee converts the Judgment Currency
into the Required Currency to make payments under this Section to Holders of
Securities, but payment of such judgment shall discharge all amounts owed by
the Company on the claim or claims underlying such judgment.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series or any related coupons
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

(1) an Event of Default with respect to Securities of
such series shall have occurred and be continuing and such Holder has
previously given written notice to the Trustee of such continuing
Event of Default;

(2) the Holders of not less than 25% in principal amount
of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Outstanding Securities of
that series;

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it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

Notwithstanding any other provision in this Indenture, the
Holder of any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest on such Security or payment of such coupon on
the Stated Maturity or Maturities expressed in such Security or coupon (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case, subject to any
determination in such proceeding, the Company, the Trustee and the Holders
shall be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding has been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

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or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

With respect to Securities of any series, the Holders of a
majority in principal amount of the Outstanding Securities of such series shall
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, relating to or arising under an Event of
Default described in clause (1), (2), (3) or (7) of Section 501, and with
respect to all Securities the Holders of a majority in principal amount of all
Outstanding Securities shall have the right to direct the time, method and
place of conducting any remedy available to the Trustee, or exercising any
trust or power conferred on the Trustee, not relating to or arising under such
an Event of Default, provided that in each such case

(1) such direction shall not be in conflict with any rule
of law or with this Indenture, and

(2) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.

The Holders of a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series relating to or arising under an Event of Default described in clause (3)
or (7) of Section 501 and its consequences, and the Holders of a majority in
principal amount of all Outstanding Securities may on behalf of the Holders of
all Securities waive any other past default hereunder and its consequences,
except in each case a default

(1) in the payment of the principal of (or premium, if
any) or interest on, or any Additional Amounts with respect to, any
Security, or

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security affected.

Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

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SECTION 514. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any
Security or coupon by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Indenture, or in any suit against the Trustee
for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on, or any Additional Amounts
with respect to, any Security or the payment of any coupon on or after the
Stated Maturity or Maturities expressed in such Security or coupon (or, in the
case of redemption, on or after the Redemption Date).

SECTION 515. Waiver of Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of this Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be
read into this Indenture against the Trustee; and

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(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the
requirements of this Indenture.

(b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except
that

(1) this Subsection shall not be construed to
limit the effect of Subsection (a) of this Section;

(2) the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts;

(3) the Trustee shall not be liable with respect
to any action taken or omitted to be taken by it in good faith
in accordance with the direction of the Holders of a majority
in principal amount of the Outstanding Securities of any
series or of all series, determined as provided in Section
512, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such
series; and

(4) no provision of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

(d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject
to the provisions of this Section.

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SECTION 602. Notice of Defaults.

Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by
mail to all Holders of Securities of such series, as their names and addresses
appear in the Security Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the principal
of (or premium, if any) or interest on, or any Additional Amount with, any
Security of such series or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 501(4)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 60 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(a) the Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, coupon, other evidence of
indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or Company
Order and any resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the
Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, rely upon an Officers'
Certificate;

(d) the Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance
thereon;

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(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction;

(f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, coupon, other
evidence of indebtedness or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and

(g) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and coupons and,
subject to Sections 608 and 613, may otherwise deal with the Company with the
same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

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SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable
compensation for all services rendered by it hereunder (which
compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder,
including the costs and expenses of defending itself against any claim
or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a lien prior to the
Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, premium, if
any, or interest, if any, on, or Additional Amounts with respect to, particular
Securities.

SECTION 608. Disqualification; Conflicting Interests.

(a) If the Trustee has or shall acquire any conflicting interest,
as defined in this Section, with respect to the Securities of any series, it
shall, within 90 days after ascertaining that it has such conflicting interest,
either eliminate such conflicting interest or resign with respect to the
Securities of that series in the manner and with the effect hereinafter
specified in this Article.

(b) In the event that the Trustee shall fail to comply with the
provisions of Subsection (a) of this Section with respect to the Securities of
any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit by mail to all Holders of Securities of that series, as
their names and addresses appear in the Security Register, notice of such
failure.

(c) For the purposes of this Section, the term "conflicting
interest" shall have the meaning specified in Section 310(b) of the Trust
Indenture Act and the Trustee shall comply

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with Section 310(b) of the Trust Indenture Act; provided, however, that there
shall be excluded from the operation of Section 310 (b) (1) of the Trust
Indenture Act with respect to the Securities of any series the Indenture dated
as of June 1, 1968, as supplemented, between the Company and the Trustee, the
Indenture dated as of February 5, 1986, as supplemented, between the Company
and the Trustee, this Indenture with respect to the Securities of any series
other than that series, and any other indenture or indentures under which other
securities, or certificates of interest or participation in other securities,
of the Company are outstanding, if the requirements for such exclusion set
forth in Section 310(b)(1) of the Trust Indenture Act are met. For purposes of
the preceding sentence, the optional provision permitted by the second sentence
of Section 310(b)(9) of the Trust Indenture Act shall be applicable.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the resigning Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee
and to the Company.

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(d) If at any time:

(1) the Trustee shall fail to comply with Section 608(a)
after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section
609 and shall fail to resign after written request therefor by the
Company or by any such Holder of Securities, or

(3) the Trustee shall become incapable of acting or
shall be adjudged a bankrupt or insolvent or a receiver of the Trustee
or of its property shall be appointed or any public officer shall take
charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and such successor
Trustee or Trustees shall comply with the applicable requirements of Section
611. If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee with respect to the
Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to
the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee with
respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with
respect to the Securities of any series shall have been so appointed by the
Company or the Holders and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide Holder of a Security of such
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to all Holders of Securities of such series as their names and addresses appear
in the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee
with respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor Trustee
all the rights, powers, trusts and duties of the retiring Trustee with respect
to the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be
vested in the retiring Trustee and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture, the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of

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such successor Trustee relates; but, on request of the Company or any successor
Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same
effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

The Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311 (b)
of the Trust Indenture Act. A Trustee who has resigned or been removed shall
be subject to Section 311 (a) of the Trust Indenture Act to the extent
indicated therein.

SECTION 614. Appointment of Authenticating Agent.

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by an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
shall be acceptable to the Company and shall at all times be a corporation
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, or in the case of an
Authenticating Agent with respect to Securities issuable as Bearer Securities,
under the laws of any country in which such Bearer Securities may be offered;
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $50,000,000 or equivalent amount expressed
in a foreign currency and subject to supervision or examination by federal or
state authority or authority of such country. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Authenticating Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, such Authenticating Agent shall resign immediately in the manner and
with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate agency or corporate trust business of an Authenticating Agent, shall
continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating
Agent.

An Authenticating Agent may resign at any time by giving
written notice thereof to the Trustee and to the Company. The Trustee may at
any time terminate the agency of an Authenticating Agent by giving written
notice thereof to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders as their
names and addresses appear in the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section, and
the Trustee shall be entitled to be reimbursed for such payments, subject to
the provisions of Section 607.

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If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternate certificate of authentication in the following
form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

_____________________________________________
As Trustee

By __________________________________________
As Authenticating Agent

By __________________________________________
Authorized Signatory

Notwithstanding any provision of this Section 614 to the
contrary, if at any time any Authenticating Agent appointed hereunder with
respect to any series of Securities shall not also be acting as the Security
Registrar hereunder with respect to any series of Securities, then, in addition
to all other duties of an Authenticating Agent hereunder, such Authenticating
Agent shall also be obligated: (i) to furnish to the Security Registrar
promptly all information necessary to enable the Security Registrar to maintain
at all times an accurate and current Security Register; and (ii) prior to
authenticating any Security denominated in a foreign currency, to ascertain
from the Company the units of such foreign currency that are required to be
determined by the Company pursuant to Section 302.

ARTICLE SEVEN

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

With respect to each series of Securities, the Company will
furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each Regular
Record Date relating to that series (or, if there is no Regular Record Date
relating to that series, on

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January 1 and July 1), a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of that series as of such
dates, and

(b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content, such list to be dated as of a date not more than 15
days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar, if so acting.

SECTION 702. Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of each series
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of each series received by
the Trustee in its capacity as Security Registrar. The Trustee may destroy any
list furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

(b) Holders of Securities may communicate pursuant to Section 312
(b) of the Trust Indenture Act with other Holders with respect to their rights
under this Indenture or under the Securities.

(c) Every Holder of Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Holders in accordance with Section 702(b), regardless of
the source from which such information was derived, and that the Trustee shall
not be held accountable by reason of mailing any material pursuant to a request
made under Section 702(b).

SECTION 703. Reports by Trustee.

(a) Within 60 days after May 15 of each year, commencing with the
first May 15 following the issuance of the first series of Securities
hereunder, the Trustee shall transmit by mail to Holders a brief report dated
as of such May 15 that complies with Section 313(a) of the Trust Indenture Act.

(b) The Trustee shall comply with Section 313(b) of the Trust
Indenture Act.

(1) to all Holders of Registered Securities, as the names
and addresses of such Holders appear in the Security Register;

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(2) to such Holders of Bearer Securities as have, within
the two years preceding such transmissions, filed their names and
addresses with the Trustee for that purpose; and

(3) except in the case of reports pursuant to Subsection
(b) of this Section, to each Holder of a Security whose name and
address is preserved at the time by the Trustee, as provided in
Section 702(a).

(d) A copy of each report pursuant to Subsection (a) or (b) of
this Section 703 shall, at the time of its transmission to Holders, be filed by
the Trustee with each stock exchange upon which any Securities are listed, with
the Commission and with the Company. The Company will notify the Trustee when
any Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

The Company shall file with the Trustee, within 15 days after
the Company is required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be required to
file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, and shall otherwise comply with
Section 314(a) of the Trust Indenture Act.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

(1) the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance
or transfer, or which leases, the properties and assets of the Company
substantially as an entirety shall be a corporation, partnership or
trust, shall be organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia and
shall expressly assume, by an indenture supplemental hereto, executed
and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of (and premium, if any) and
interest (including all Additional Amounts, if any) on all the
Securities and the performance of every covenant of this Indenture on
the part of the Company to be performed or observed;

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

(3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such
transaction have been complied with.

SECTION 802. Successor Person Substituted.

Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor Person formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, and thereafter, except
in the case of such lease, the predecessor Person shall be relieved of all
obligations and covenants under this Indenture and the Securities and coupons.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities and any
coupons appertaining thereto (and if such covenants are to be for the
benefit of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the
Company; or

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(3) to add any additional Events of Default with respect
to all or any series of the Securities (and, if such Event of Default
is applicable to less than all series of Securities, specifying the
series to which such Event of Default is applicable); or

(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable as to
principal, to change or eliminate any restrictions on the payment of
principal of or any premium or interest on Bearer Securities, to
permit Bearer Securities to be issued in exchange for Registered
Securities, to permit Bearer Securities to be issued in exchange for
Bearer Securities of other authorized denominations or to permit or
facilitate the issuance of Securities in uncertificated form, provided
that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any
material respect; or

(5) to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall become
effective only when there is no Security Outstanding of any series
created prior to the execution of such supplemental indenture which is
adversely affected by such change in or elimination of such provision;
or

(6) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

(7) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Trustee, pursuant to the requirements of Section 611(b); or

(8) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture, provided that such
other provisions as may be made shall not adversely affect the
interests of the Holders of Securities of any series or any related
coupons in any material respect.

SECTION 902. Supplemental Indentures With Consent of Holders.

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manner the rights of the Holders of Securities of such series and any related
coupons under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

(1) change the Stated Maturity of the principal of, or
any installment of principal of or interest on, any Security, or
reduce the principal amount thereof or the rate of interest thereon,
any Additional Amounts with respect thereto or any premium payable
upon the redemption thereof, or change any obligation of the Company
to pay Additional Amounts (except as contemplated by Section 801(1)
and permitted by Section 901(1)), or reduce the amount of the
principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502, or change any Place of Payment where, or the
coin or currency or currencies (including composite currencies) in
which, any Security or any premium or any interest thereon or
Additional Amounts with respect thereto is payable, or impair the
right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on
or after the Redemption Date), or

(2) reduce the percentage in principal amount of
Outstanding Securities, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences)
provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section
513 or Section 1008, except to increase any such percentage or to
provide with respect to any particular series the right to condition
the effectiveness of any supplemental indenture as to that series on
the consent of the Holders of a specified percentage of the aggregate
principal amount of Outstanding Securities of such series (which
provision may be made pursuant to Section 301 without the consent of
any Holder) or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent
of any Holder with respect to changes in the references to "the
Trustee" and concomitant changes in this Section and Section 1008, or
the deletion of this proviso, in accordance with the requirements of
Sections 611(b) and 901(7).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.

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It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects the Trustee's own rights, duties, immunities or liabilities under this
Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby.

SECTION 905. Conformity With Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company
shall so determine, new Securities of any series and any coupons appertaining
thereto so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series and any coupons appertaining thereto.

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ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any), interest on and any Additional Amounts with respect to the
Securities of that series in accordance with the terms of the Securities, any
coupons appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 301 with respect to any series of Securities, any
interest due and Additional Amounts payable with respect to on Bearer
Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments, as are
evidenced thereby as they severally mature.

SECTION 1002. Maintenance of Office or Agency.

If Securities of a series are issuable only as Registered
Securities, the Company will maintain in each Place of Payment for any series
of Securities an office or agency where Securities of that series may be
presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. If Securities of a series are issuable as Bearer
Securities, the Company will maintain (a) in the Borough of Manhattan, The City
of New York, an office or agency where any Registered Securities of that series
may be presented or surrendered for payment, where any Registered Securities of
that series may be surrendered for registration of transfer, where Securities
of that series may be surrendered for exchange for Registered Securities, where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served and where Bearer Securities of that
series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (b)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or agency
where Securities of that series and related coupons may be presented and
surrendered for payment (including payment of any Additional Amounts with
respect to Bearer Securities of that series); provided, however, that if the
Securities of that series are listed on the International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited, the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent for
the Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of that series are listed on such exchange, and (c) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
located outside the United States an office or agency where any Registered
Securities of that series may be surrendered for registration of transfer,
where

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Securities of that series may be surrendered for exchange and where notices and
demands to or upon the Company in respect of the Securities of that series and
this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Trustee, except that Bearer Securities of
that series and the related coupons may be presented and surrendered for
payment (including payment of any Additional Amounts with respect to Bearer
Securities of that series) at the office of any Paying Agent for such series
located outside the United States, and the Company hereby appoints the Trustee
as its office or agency to receive such presentations, surrenders, notices and
demands.

No payment of principal, premium or interest on, or Additional
Amounts with respect to, Bearer Securities shall be made at any office or
agency of the Company in the United States or by check mailed to any address in
the United States or by transfer to an account maintained with a bank located
in the United States, nor shall any payments be made in respect of Bearer
Securities or coupons appertaining thereto pursuant to the presentation to the
Company or its designated Paying Agents within the United States; provided,
however, that if the Securities of a series are denominated and payable in
Dollars, payment of principal of and any premium and interest on any Bearer
Security (including any Additional Amounts payable on securities of such
series) shall be made at the office of the Company's Paying Agent in the
Borough of Manhattan, The City of New York, if (but only if) payment in Dollars
of the full amount of such principal, premium, interest, or Additional Amounts
as the case may be, at all offices or agencies outside the United States
maintained for the purpose by the Company in accordance with this Indenture is
illegal or effectively precluded by exchange controls or other similar
restrictions.

The Company may also from time to time designate one or more
other offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

SECTION 1003. Money for Securities Payments to be Held in Trust.

If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities and any coupons appertaining thereto,
it will, on or before each due date of the principal of (and premium, if any)
or interest on or any Additional Amounts with respect to any of the Securities
of that series, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal (and premium, if any)

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or interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee
of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons appertaining thereto, the
Company will, on or before each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent
a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the
principal of (and premium, if any) or interest on Securities of that
series in trust for the benefit of the Persons entitled thereto until
such sums shall be paid to such Persons or otherwise disposed of as
herein provided;

(2) give the Trustee notice of any default by the Company
(or any other obligor upon the Securities of that series) in the
making of any payment of principal (and premium, if any) or interest
on the Securities of that series; and

(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held
in trust by the Company or such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which sums were held by the Company
or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

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Company) shall be discharged from such trust; and the Holder of such Security
and coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that, after
a date specified herein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.

SECTION 1004. Existence.

Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence.

SECTION 1005. Maintenance of Properties.

The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; provided,
however, that nothing in this Section shall prevent that Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1006. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Subsidiary or upon the income, profits or property of the Company or any
Subsidiary, and (b) all material lawful claims for labor, materials and
supplies which, if unpaid, might by law become a lien upon the property of the
Company or any Subsidiary; provided, however, that the Company shall not be
required to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings.

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SECTION 1007. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof so long
as any Security is outstanding hereunder, an Officers' Certificate, stating
that a review of the activities of the Company during such year and of
performance under this Indenture has been made under the supervision of the
signers thereof and whether or not to the best of their knowledge the Company
is in default in the fulfillment of any of its obligations under this
Indenture, and if the Company shall be in default, specifying each such default
known to them and the nature and status thereof.

SECTION 1008. Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1004 to 1006, inclusive, or any
covenant added for the benefit of any series of Securities as contemplated by
Section 301 (unless otherwise specified pursuant to Section 301) if before or
after the time for such compliance the Holders of a majority in principal
amount of the Outstanding Securities of all series affected by such omission
(acting as one class) shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.

SECTION 1009. Additional Amounts.

If the Securities of a series provide for the payment of
Additional Amounts, the Company will pay to the Holder of any Security of such
series or any coupon appertaining thereto Additional Amounts as provided
therein. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of or any premium or interest on, or in respect of,
any Security of any series or payment of any related coupon or the net proceeds
received on the sale or exchange of any Security of any series, such mention
shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made.

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to each date of payment of principal and any premium or interest if there has
been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
or any related coupons who are United States Aliens without withholding for or
on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then
such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of securities or
coupons and the Company will pay to such Paying Agent the Additional Amounts
required by this Section. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their
Stated Maturity shall be redeemable in accordance with their terms and (except
as otherwise specified as contemplated by Section 301 for Securities of any
series) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed. In the case of any redemption of Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

SECTION 1103. Selection by Trustee of Securities to be Redeemed.

If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption

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Date by the Trustee, from the Outstanding Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any integral multiple thereof) of the principal amount of Securities
of such series of a denomination larger than the minimum authorized
denomination for Securities of that series or of the principal amount of global
Securities of such series.

The Trustee shall promptly notify the Company in writing of
the Securities selected for redemption and, in the case of any Securities
selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Securities redeemed or to be redeemed only in
part, to the portion of the principal amount of such Securities which has been
or is to be redeemed.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given in the manner provided in
Section 107 to Holder of Securities to be redeemed not less than 30 nor more
than 60 days prior to the Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any
series are to be redeemed, the identification (and, in the case of
partial redemption, the principal amounts) of the particular
Securities to be redeemed,

(4) that on the Redemption Date the Redemption Price
will become due and payable upon each such Security to be redeemed
and, if applicable, that interest thereon will cease to accrue on and
after said date,

(5) the place or places where such Securities, together
in the case of Bearer Securities with all coupons appertaining
thereto, are to be surrendered for payment of the Redemption Price,

(6) that the redemption is for a sinking fund, if such is
the case,

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<PAGE> 76
(7) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons appertaining thereto maturing
subsequent to the date fixed for redemption or the amount of any such
missing coupon or coupons will be deducted from the Redemption Price
or security or indemnity satisfactory to the Company, the Trustee and
any Paying Agent is furnished, and

(8) if Bearer Securities of any series are to be redeemed
and any Registered Securities of such series are not to be redeemed,
and if such Bearer Securities may be exchanged for Registered
Securities not subject to redemption on such Redemption Date pursuant
to Section 305 or otherwise, the last date, as determined by the
Company, on which such exchanges may be made.

A notice of redemption as contemplated by Section 107 need not
identify particular Registered Securities to be redeemed. Notice of redemption
of Securities to be redeemed at the election of the Company shall be given by
the Company or, at the Company's request, by the Trustee in the name and at the
expense of the Company.

SECTION 1105. Deposit of Redemption Price.

On or before any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its
own Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, and any
Additional Amounts with respect to, all the Securities which are to be redeemed
on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest and the coupons
for such interest appertaining to any Bearer Securities so to be redeemed,
except to the extent provided below, shall be redeemed. Upon surrender of any
such Security for redemption in accordance with said notice, together with all
coupons appertaining thereto, if any, appertaining thereto maturing after the
Redemption Date, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest (and any Additional Amounts) to the
Redemption Date; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 1002) and, unless otherwise specified as
contemplated by Section 301, only upon presentation and surrender of coupons
appertaining thereto for such interest; and provided, further, that
installments of interest whose Stated

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<PAGE> 77
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such
at the close of business on the relevant Record Dates according to their terms
and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons appertaining thereto maturing after the
Redemption Date, such Security may be paid after deducting from the Redemption
Price an amount equal to the face amount of all such missing coupons
appertaining thereto, or the surrender of such missing coupon or coupons
appertaining thereto may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest (and any Additional Amounts with respect
thereto) represented by coupons appertaining thereto shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in Section 1002) and, unless otherwise specified as contemplated by
Section 301, only upon presentation and surrender of those coupons appertaining
thereto.

If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security or, in the case of Original Issue Discount
Securities, the Securities' Yield to Maturity.

SECTION 1107. Securities Redeemed in Part.

Any Registered Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities
of the same series and Stated Maturity, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

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ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any
sinking fund for the retirement of Securities of a series except as otherwise
specified as contemplated by Section 301 for Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount
provided for by the terms of Securities of any series is herein referred to as
an "optional sinking fund payment". Unless otherwise provided by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (a) may deliver Outstanding Securities of a series
(other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (b) may apply as a credit Securities of a series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; provided, however, that such
Securities have not been previously so credited. Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivery of or by crediting
Securities of that series pursuant to Section 1202 and will also deliver to the
Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the

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<PAGE> 79
manner specified in Section 1103 and cause notice of the redemption thereof to
be given in the name of and at the expense of the Company in the manner
provided in Section 1104. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in
Sections 1106 and 1107.

ARTICLE THIRTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1301. Purposes for Which Meetings May Be Called.

A meeting of Holders of Securities of any or all series may be
called at any time and from time to time pursuant to this Article to make, give
or take any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be made, given or taken by
Holders of Securities of such series.

SECTION 1302. Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1301, to be
held at such time and at such place in ___________________________, in the
Borough of Manhattan, the City of New York, or in London, as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 107, not less than 20 nor more than 180 days prior to the
date fixed for the meeting (or, in the case of a meeting of Holders with
respect to Securities of a series all or part of which are represented by a
Book-Entry Security, not less than 20 nor more than 40 days).

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of any series, shall have requested the Trustee for any
such series to call a meeting of the Holders of Securities of such series for
any purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 30 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in __________________, in the
Borough of Manhattan, the City of New York, or in London, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

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<PAGE> 80
SECTION 1303. Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of Securities
of any series, a Person shall be (a) a Holder of one or more Outstanding
Securities of such series, or (b) a Person appointed by an instrument in
writing as proxy for a Holder or Holders of one or more Outstanding Securities
of such series by such Holder or Holders. The only Persons who shall be
entitled to be present or to speak at any meeting of Holders of Securities of
any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

SECTION 1304. Quorum; Action.

The Persons entitled to vote a majority in aggregate principal
amount of the Outstanding Securities of a series shall constitute a quorum for
a meeting of Holders of Securities of such series. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be
dissolved. In any other case, the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Subject to Section 1305(d), notice of
the reconvening of any adjourned meeting shall be given as provided in Section
1302(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly that
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series shall constitute a quorum. Notwithstanding the
foregoing, no meeting of Holders with respect to Securities of any series which
is represented in whole or in part by a Book-Entry Security shall be adjourned
to a date more than 90 days after the date on which notice of such meeting was
originally given in accordance with Section 1302 unless the Trustee shall send
out a new notice of meeting.

Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
Holders of a majority in aggregate principal amount of the Outstanding
Securities of that series; provided, however, that, except as limited by the
proviso to Section 902, any resolution with respect to any request, demand,
authorization, direction, notice, consent or waiver which this Indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage that is less than a majority in aggregate principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in aggregate
principal amount of the Outstanding Securities of that series.

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<PAGE> 81
Except as limited by the proviso to Section 902, any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all
the Holders of Securities of such series and the coupons appertaining thereto,
whether or not present or represented at the meeting.

SECTION 1305. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

(a) The holding of Securities shall be proved in the
manner specified in Section 105 and the appointment of any proxy shall be
proved in the manner specified in Section 105 or by having the signature of the
person executing the proxy witnessed or guaranteed by any trust company, bank
or banker authorized by Section 105 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 105 or other proof.

(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Holders of Securities as provided in Section
1302(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of such series represented at the meeting.

(c) At any meeting each Holder of a Security of such
series and each proxy shall be entitled to one vote for each $1,000 principal
amount of the Outstanding Securities of such series held or represented by him;
provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have
no right to vote, except as a Holder of a Security of such series or as a
proxy.

(d) Any meeting of Holders of Securities of any series
duly called pursuant to Section 1302 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of such series represented at
the meeting; and the meeting may be held as so adjourned without further
notice.

SECTION 1306. Counting Votes and Recording Action of Meetings.

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<PAGE> 82
and who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of Securities
of any series shall be prepared by the secretary of the meeting and there shall
be attached to such record the original reports of the inspectors of votes on
any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

* * *

This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

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<PAGE> 83
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

SNYDER OIL CORPORATION

(CORPORATE SEAL) By:____________________________________
Name:_______________________________
Title:______________________________

_______________________________________

(CORPORATE SEAL) By:____________________________________
Name:_______________________________
Title:______________________________

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<PAGE> 84
STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )

On the ____ day of _______________, 19__, before me personally
came _________________________, to me known, who, being by me duly sworn, did
depose and say that he is _______________________________ of SNYDER OIL
CORPORATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.

_______________________________________
Notary Public in Dallas County for the
State of Texas

My Commission Expires _________________
(NOTARIAL SEAL)

STATE OF TEXAS )
) ss:
COUNTY OF DALLAS )

On the ____ day of _______________, 19__, before me personally
came ____________________________, to me known, who, being by me duly sworn,
did depose and say that he is _________________________________ of
____________________________________________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

_______________________________________
Notary Public in Dallas County for the
State of Texas

My Commission Expires _________________

(NOTARIAL SEAL)

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<PAGE> 85
EXHIBIT A

FORM OF CERTIFICATE TO BE
GIVEN BY OWNER OF SECURITY OR BENEFICIAL OWNER OF
INTEREST IN A GLOBAL SECURITY

SNYDER OIL CORPORATION

(TITLE OF SECURITIES)

(THE "SECURITIES")

This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities that are held by the
undersigned or held by you for the account of the undersigned (a) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States persons"), (b) are owned by United States person(s) that (i)
are foreign branches of United States financial institutions (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (ii) acquired Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (i) or (ii), each such United States financial
institution hereby certifies, on its own behalf or through its agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 as amended, and the regulations thereunder), or
(c) are owned by United States or foreign financial institution(s) for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)) and in addition if the owner of the Securities
is a United States or foreign financial institution described in clause (c)
above (whether or not also described in clause (a) or (b)) this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify that, except as set forth below, (a) in
the case of debt securities, the Securities are beneficially owned by (i)
non-U.S. person(s) or (ii) U.S. person(s) who purchased the Securities in
transactions which did not require registration under the Act; or (b) in the
case of equity securities, the Securities are owned by (i) non-U.S. person(s)
(and such person(s) are not acquiring the Securities for the account or benefit
of U.S. person(s)) or (ii) U.S. person(s) who purchased the Securities in a
transaction which did not require registration under the Act. If this
certification is being delivered in connection with the exercise of warrants
pursuant to Section 230.902(m) of Regulation S under the Act, then this is
further to certify that, except as set forth below, the Securities are being
exercised by and on behalf

A-1
<PAGE> 86
of non-U.S. person(s). As used in this paragraph the term "U.S. person" has
the meaning given to it by Regulation S under the Act.

As used herein, "United States" means the United States of
America (including the States and District of Columbia); and its "possessions"
including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or
prior to the date on which you intend to submit your certification relating to
the Securities held by you for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

This certification excepts and does not relate to
$______________ of such interest in the above Securities in respect of which we
are not able to certify and as to which we understand exchange and delivery of
definitive Securities (or, if relevant, exercise of any rights or collection of
any interest) cannot be made until we do so certify.

We understand that this certification is required in
connection with certain tax laws and, if applicable, certain securities laws of
the United States. In connection therewith, if administrative or legal
proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.

*Dated: __________________, 199__

NAME OF PERSON MAKING CERTIFICATION

By:_______________________________
As, or as Agent for, the
beneficial owner(s) of the
Securities to which this
Certificate relates

By:_______________________________
As, or as Agent for, the
financial institution (if any)
through which a United States
Person acquired the Securities
to which this Certificate relates

__________________________________

*To be dated no earlier than the Certification Date.

A-2
<PAGE> 87
EXHIBIT B

FORM OF CERTIFICATION TO BE GIVEN
BY THE EURO-CLEAR OPERATOR OR CEDEL

SNYDER OIL CORPORATION

(TITLE OF SECURITIES)

(THE "SECURITIES")

This is to certify that, based solely on certifications we
have received in writing, by tested telex or by electronic transmission from
member organizations appearing in our records as persons being entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in the Indenture, dated as of
___________________, 199___ between Snyder Oil Corporation and
______________________________________, as of the date hereof, ( )
principal amount of the above captioned Securities (a) is owned by persons that
are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source ("United States
persons"), (b) is owned by United States persons that (i) are foreign branches
of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing
for their own account or for resale, or (ii) acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date hereof
(and in either case (i) or (ii), each such United States financial institution
has certified, on its own behalf or through its agent, that it will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder), or (c) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that the United States or
foreign financial institutions described in clause (c) above (whether or not
also described in clause (a) or (b)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.

If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended (the
"Act"), then this is also to certify with respect to the principal amount of
Securities set forth above that, except as set forth below, we have received in
writing, by tested telex or by electronic transmission, from our Member
Organizations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Indenture.

We further certify (a) that we are not making available
herewith for exchange (or, if relevant, exercise of any rights or collection of
any interest) any portion of the temporary global Security excepted in such
certifications and (b) that as of the date hereof

B-1
<PAGE> 88
we have not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with respect
to any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

Dated:______________, 199__
(dated the Exchange Date or the
Interest Payment Date)

_______________________________________
as operator of the Euro-clear System

(CEDEL S.A.)

By ____________________________________

B-2

<PAGE> 1
EXHIBIT 4.4
================================================================================

SNYDER OIL CORPORATION

AND

________________________________________,

TRUSTEE

_______________

INDENTURE

DATED AS OF _______________, 19__

________________

SUBORDINATED DEBT SECURITIES

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

SNYDER OIL CORPORATION

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
AND INDENTURE, DATED AS OF __________, 19__

________________
<TABLE>
<CAPTION>
Section of
Trust Indenture Section(s) of
Act of 1939 Indenture
----------- ---------
<S> <C> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 609
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 608, 610
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 613
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 701, 702(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 702(c)
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(c)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 703(d)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 704
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 602, 703(a)
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(a)(1)
(d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)(2)
(d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 601(c)(3)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 514
Section 316(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 508
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 503
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 504
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1003
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
</TABLE>

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Note: This reconciliation and tie shall not, for any purpose, be deemed
to be a part of the Indenture.
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RECITALS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate; control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Authorized Newspaper . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Bearer Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Book-Entry Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
CEDEL or CEDEL S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Certification Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Common Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Company Request and Company Order . . . . . . . . . . . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Designated Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . 4
Dollar or $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Euro-clear . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
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Note: This table of contents shall not, for any purpose, be deemed to be a
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<TABLE>
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interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Interest Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Judgment Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Junior Subordinated Payment . . . . . . . . . . . . . . . . . . . . . . . . 5
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Non-Payment Event of Default . . . . . . . . . . . . . . . . . . . . . . . . 6
Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Original Issue Discount Security . . . . . . . . . . . . . . . . . . . . . . 6
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Payment Blockage Period . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Payment Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Permitted Junior Securities . . . . . . . . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Predecessor Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Refinance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Registered Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Regular Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Required Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Securities Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Security Register and Security Registrar . . . . . . . . . . . . . . . . . . 9
Senior Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Special Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
United States Alien . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . 10
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Wholly Owned Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 102. Incorporation by Reference of Trust Indenture Act. . . . . . . . . . 11
SECTION 103. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . 11
SECTION 104. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . 12
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SECTION 105. Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 106. Notices, Etc., to Trustee and Company . . . . . . . . . . . . . . . . 14
SECTION 107. Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 108. Conflict With Trust Indenture Act . . . . . . . . . . . . . . . . . . 16
SECTION 109. Effect of Headings and Table of Contents . . . . . . . . . . . . . . 16
SECTION 110. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 111. Separability Clause . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 112. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 113. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 114. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 115. Corporate Obligation. . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE TWO

SECURITY FORMS
SECTION 201. Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 202. Form of Trustee's Certificate of Authentication . . . . . . . . . . . 18
SECTION 203. Securities in Global Form . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 204. Form of Legend for Book-Entry Securities. . . . . . . . . . . . . . . 19

ARTICLE THREE

THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series . . . . . . . . . . . . . . . . 19
SECTION 302. Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 303. Execution, Authentication, Delivery and Dating . . . . . . . . . . . 23
SECTION 304. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 305. Registration, Registration of Transfer and Exchange. . . . . . . . . 27
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities . . . . . . . . . . 30
SECTION 307. Payment of Interest; Interest Rights Preserved. . . . . . . . . . . . 31
SECTION 308. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 309. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 310. Computation of Interest . . . . . . . . . . . . . . . . . . . . . . . 34

ARTICLE FOUR

SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . 34
SECTION 402. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . 36
SECTION 403. Discharge of Liability on Securities of Any Series . . . . . . . . . 36
SECTION 404. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE FIVE
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REMEDIES

SECTION 501. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 502. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . 39
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee . . . 41
SECTION 504. Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . 42
SECTION 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 506. Application of Money Collected . . . . . . . . . . . . . . . . . . . 43
SECTION 507. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest . . . . . . . . . . . . . . . . . . . . . 44
SECTION 509. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . 45
SECTION 510. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . 45
SECTION 511. Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . 45
SECTION 512. Control by Holders . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 513. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 514. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 515. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . 47

ARTICLE SIX

THE TRUSTEE
SECTION 601. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . 47
SECTION 602. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 603. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 604. Not Responsible for Recitals or Issuance of Securities . . . . . . . 50
SECTION 605. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 606. Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 607. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . 50
SECTION 608. Disqualification; Conflicting Interests . . . . . . . . . . . . . . . 51
SECTION 609. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . 51
SECTION 610. Resignation and Removal; Appointment of Successor . . . . . . . . . . 52
SECTION 611. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . 53
SECTION 612. Merger, Conversion, Consolidation or Succession to Business . . . . . 54
SECTION 613. Preferential Collection of Claims Against Company . . . . . . . . . . 55
SECTION 614. Appointment of Authenticating Agent . . . . . . . . . . . . . . . . . 55

ARTICLE SEVEN

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Company to Furnish Trustee Names and Addresses of Holders . . . . . . 57
SECTION 702. Preservation of Information; Communications to Holders . . . . . . . 57
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SECTION 703. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 704. Reports by Company . . . . . . . . . . . . . . . . . . . . . . . . . 58

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801. Company May Consolidate, Etc., Only on Certain Terms . . . . . . . . 59
SECTION 802. Successor Person Substituted . . . . . . . . . . . . . . . . . . . . 59

ARTICLE NINE

SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders . . . . . . . . . 60
SECTION 902. Supplemental Indentures With Consent of Holders . . . . . . . . . . . 61
SECTION 903. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . 62
SECTION 904. Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . 62
SECTION 905. Conformity With Trust Indenture Act . . . . . . . . . . . . . . . . . 62
SECTION 906. Reference in Securities to Supplemental Indentures . . . . . . . . . 63

ARTICLE TEN

COVENANTS
SECTION 1001. Payment of Principal, Premium and Interest . . . . . . . . . . . . . 63
SECTION 1002. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . 63
SECTION 1003. Money for Securities Payments to be Held in Trust . . . . . . . . . . 65
SECTION 1004. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1005. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 1006. Payment of Taxes and Other Claims . . . . . . . . . . . . . . . . . . 67
SECTION 1007. Statement by Officers as to Default . . . . . . . . . . . . . . . . . 67
SECTION 1008. Waiver of Certain Covenants . . . . . . . . . . . . . . . . . . . . . 67
SECTION 1009. Additional Amounts . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE ELEVEN

REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . 68
SECTION 1102. Election to Redeem; Notice to Trustee . . . . . . . . . . . . . . . . 68
SECTION 1103. Selection by Trustee of Securities to be Redeemed . . . . . . . . . . 69
SECTION 1104. Notice of Redemption . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 1105. Deposit of Redemption Price . . . . . . . . . . . . . . . . . . . . . 70
SECTION 1106. Securities Payable on Redemption Date . . . . . . . . . . . . . . . . 70
SECTION 1107. Securities Redeemed in Part . . . . . . . . . . . . . . . . . . . . . 71
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ARTICLE TWELVE

SINKING FUNDS
SECTION 1201. Applicability of Article . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities . . . . . . . . 72
SECTION 1203. Redemption of Securities for Sinking Fund . . . . . . . . . . . . . . 72

ARTICLE THIRTEEN

SUBORDINATION OF SECURITIES
SECTION 1301. Securities Subordinate to Senior Indebtedness . . . . . . . . . . . . 73
SECTION 1302. Payment Over of Proceeds Upon Dissolution, Etc . . . . . . . . . . . 73
SECTION 1303. No Payment When Designated Senior Indebtedness in Default . . . . . . 74
SECTION 1304. Payment Permitted if No Default . . . . . . . . . . . . . . . . . . . 75
SECTION 1305. Subrogation to Rights of Holders of Senior Indebtedness . . . . . . . 75
SECTION 1306. Provisions Solely to Define Relative Rights . . . . . . . . . . . . . 76
SECTION 1307. Trustee to Effectuate Subordination . . . . . . . . . . . . . . . . . 76
SECTION 1308. No Waiver of Subordination Provisions . . . . . . . . . . . . . . . . 77
SECTION 1309. Notice to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SECTION 1310. Reliance on Judicial Order or Certificate of Liquidating Agent . . . 78
SECTION 1311. Trustee Not Fiduciary for Holders of Senior Indebtedness . . . . . . 78
SECTION 1312. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights . . . . . . . . . . . . . . 78
SECTION 1313. Article Applicable to Paying Agents . . . . . . . . . . . . . . . . . 79
SECTION 1314. Application by Trustee of Assets Deposited with It . . . . . . . . . 79

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES
SECTION 1401. Purposes for Which Meetings May Be Called . . . . . . . . . . . . . . 79
SECTION 1402. Call, Notice and Place of Meetings . . . . . . . . . . . . . . . . . 79
SECTION 1403. Persons Entitled to Vote at Meetings . . . . . . . . . . . . . . . . 80
SECTION 1404. Quorum; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 1405. Determination of Voting Rights; Conduct and
Adjournment of Meetings . . . . . . . . . . . . . . . . . . . 81
SECTION 1406. Counting Votes and Recording Action of Meetings . . . . . . . . . . . 82
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TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
SIGNATURE AND SEALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
EXHIBIT B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

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INDENTURE, dated as of _________________, 19__ between SNYDER
OIL CORPORATION, a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal
office at 777 Main Street, Suite 2500, Fort Worth, Texas 76102, and
____________________, a ____________________ duly organized and existing under
the laws of _______________, as Trustee (herein called the "Trustee"), the
office of the Trustee at which at the date hereof its corporate trust business
is principally administered being ________________________.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of subordinated indebtedness (herein
called the "Securities"), to be issued in one or more series as in this
Indenture provided.

All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings
assigned to them in this Article and include the plural as well as the
singular;

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accepted accounting principles" with respect to any computation
required or permitted hereunder shall mean such accounting principles
as are generally accepted in the United States at the date of such
computation; and

(3) the words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Six, are defined in
Section 102.

"Act", when used with respect to any Holder, has the meaning
specified in Section 105.

"Agent" means NationsBank of Texas, N.A., when acting in its
capacity as agent under the Bank Credit Facility and any other Person acting as
agent, trustee or other fiduciary under the Bank Credit Facility, when acting
in such capacity.

"Bank Credit Facility" means the Fourth Restated Credit
Agreement dated July 1, 1993 among the Company, the lenders named therein and
the Agent, as heretofore

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amended and as the same may be further amended, restated, supplemented or
otherwise modified from time to time, and any Refinancings thereof that may be
effected, whether or not with the same lenders or the same Agent and whether or
not the principal amount outstanding thereunder shall be thereby increased.

"Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly
adopted by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

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performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Common Depositary" has the meaning specified in Section 304.

"Company Request" and "Company Order" mean, respectively, a
written request or order signed in the name of the Company by its Chairman of
the Board, its Vice Chairman of the Board, its President or a Vice President,
and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant
Controller, its Secretary or an Assistant Secretary, and delivered to the
Trustee.

"Corporate Trust Office" means the principal office of the
Trustee in ________, _____________ at which at any particular time its
corporate trust business shall be principally administered.

"coupon" means any interest coupon appertaining to a Bearer
Security.

"Defaulted Interest" has the meaning specified in Section 307.

"Designated Senior Indebtedness" means (i) all Senior
Indebtedness under the Bank Credit Facility if the sum of the aggregate
principal amount outstanding under the Bank Credit Facility and the aggregate
amount available for borrowing thereunder is equal to or greater than
$25,000,000 and (ii) all other Senior Indebtedness having an outstanding
principal amount equal to or greater than $25,000,000; provided, however, that
the agreements, indentures or other instruments evidencing any Senior
Indebtedness referred to in clause (ii) above specifically state that such
Senior Indebtedness shall be classified as "Designated Senior Indebtedness" for
purposes of this Indenture.

"Dollar" or "$" means a dollar or other equivalent unit in
such coin or currency of the United States as at the time shall be legal tender
for the payment of public and private debts.

"Euro-clear" means the operator of the Euro-clear System.

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"Event of Default" has the meaning specified in Section 501.

"Indebtedness", as applied to any Person, means all
indebtedness, whether or not represented by bonds, debentures, notes or other
securities, created or assumed by such Person for the repayment of money
borrowed, and obligations, computed in accordance with generally accepted
accounting principles, as lessee under leases that should be, in accordance
with generally accepted accounting principles, recorded as capital leases. All
Indebtedness secured by a lien upon property owned by the Company or any
Subsidiary and upon which Indebtedness such Person customarily pays interest,
although such Person has not assumed or become liable for the payment of such
Indebtedness, shall for all purposes hereof be deemed to be Indebtedness of
such Person. All Indebtedness of others guaranteed as to payment of principal
by such Person or in effect guaranteed by such Person through a contingent
agreement to purchase such Indebtedness shall for all purposes hereof be deemed
to be Indebtedness of such Person.

"interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after Maturity, means
interest payable after Maturity.

"Interest Payment Date", when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

"Judgment Currency" has the meaning specified in Section 506.

"Junior Subordinated Payment" means any payment or
distribution which may be payable or deliverable in respect of the Securities
by reason of the payment of any Indebtedness of the Company that is subordinate
in right of payment to the payment of the Securities.

"Maturity", when used with respect to any Security, means the
date on which the principal of such Security or an installment of principal
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise.

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"Non-Payment Event of Default" means any event, circumstance,
condition or state of facts (other than a Payment Event of Default) the
occurrence or existence of which permits one or more holders of Designated
Senior Indebtedness (or a trustee or other representative of the holders
thereof) to declare such Designated Senior Indebtedness immediately due and
payable prior to the date on which such indebtedness would otherwise become due
and payable.

"Obligation" of any Person means any obligation of such Person
to pay principal of or premium, if any, or interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company, whether or not a claim for such
post-petition interest is allowed in such proceeding) on any Indebtedness or
any penalties, reimbursement or indemnification amounts, fees, expenses or
other amounts in respect thereof.

"Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Company.

"Outstanding", when used with respect to Securities means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:

(a) Securities theretofore cancelled by the Trustee or
delivered to the Trustee for cancellation;

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shall have been presented to the Trustee proof satisfactory to it that
such Securities are held by a bona fide purchaser in whose hands such
Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the principal amount thereof that would
be due and payable as of the date of such determination upon acceleration of
the Maturity thereof pursuant to Section 502, (ii) the principal amount of a
Security denominated in a foreign currency shall be the U.S. dollar equivalent,
determined by the Company on the date of original issuance of such Security, of
the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent, determined on the date of original issuance of such
Security, of the amount determined as provided in clause (i) above), of such
Security and (iii) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor shall
be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver or upon any such
determination as to the presence of a quorum, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or of such
other obligor.

"Payment Blockage Period" has the meaning specified in Section
1303.

"Payment Event of Default" means any default in the payment of
principal of or premium, if any, or interest on or fees with respect to any
Designated Senior Indebtedness beyond any applicable grace period with respect
thereto.

"Permitted Junior Securities" means subordinated debt
securities of the Company (or any successor obligor with respect to the Senior
Indebtedness) provided for by a plan of reorganization or readjustment that are
subordinated in right of payment to all Senior Indebtedness that may be
outstanding to substantially the same extent as, or to a greater extent than,
the Securities are subordinated as provided in this Indenture.

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"Proceeding" means (subject to the last paragraph of Section
1302) (i) any insolvency or bankruptcy case or proceeding, or any receivership,
liquidation, reorganization or other similar case or proceeding in connection
therewith, relative to the Company or to its creditors, as such, or to its
assets, (ii) any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or (iii) any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company.

"Redemption Date", when used with respect to any Security to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Refinance" means, with respect to any specified Indebtedness,
to incur additional Indebtedness and use the proceeds thereof to redeem,
repurchase, retire for value, refinance or refund such specified Indebtedness
(and the term "Refinancing" and "Refinanced" shall have meanings correlative to
the foregoing.)

"Registered Security" means any Security in the form
established pursuant to Section 201 which is registered in the Security
Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date
specified for that purpose as contemplated by Section 301, or, if not so
specified, the last day of the calendar month preceding such Interest Payment
Date if such Interest Payment Date is the fifteenth day of the calendar month
or the fifteenth day of the calendar month preceding such Interest

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Payment Date if such Interest Payment Date is the first day of a calendar
month, whether or not such day shall be a Business Day.

"Required Currency" has the meaning specified in Section 506.

"Securities" has the meaning stated in the first recital of
this Indenture and more particularly means any Securities authenticated and
delivered under this Indenture.

"Securities Payment" means any payment or distribution of any
kind or character, whether by way of set-off or otherwise and whether in cash,
property or securities (including any Junior Subordinated Payment) on account
of principal of or premium, if any, or interest on, or Additional Amounts with
respect to, the Securities or on account of any purchase, repurchase,
redemption or other acquisition of Securities by the Company.

"Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

"Senior Indebtedness" means (a) all Obligations of the Company
under the Bank Credit Facility and (b) all other Indebtedness of the Company,
whether currently outstanding or hereafter issued; provided that "Senior
Indebtedness" shall not include (i) the Company's 7% Convertible Subordinated
Notes due 2001, (ii) the Company's 8% Convertible Subordinated Debentures and
6% Convertible Subordinated Debentures, if and when issued, for which the
Company's existing preferred stock is exchangeable, (iii) any Obligation owed
to a Subsidiary or an Affiliate of the Company, (iv) any Obligation that by the
terms of the instrument creating or evidencing the same is not superior in
right of payment to the Securities, and (v) any Obligation constituting a trade
account payable.

"Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of any series means a date fixed by the
Trustee pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date
specified in such Security or coupon

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representing such installment of interest as the fixed date on which the
principal of such Security or such installment of principal or interest is due
and payable.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Sections 905 and 1007.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, "Trustee" as used with
respect to the Securities of any series shall mean the Trustee with respect to
Securities of that series.

"U.S. Government Obligations" has the meaning specified in
Section 401.

"Wholly Owned Subsidiary" means a corporation all the
outstanding voting stock (other than any directors' qualifying shares) of which
is owned, directly or indirectly, by the Company or by one or more other Wholly
Owned Subsidiaries, or by the Company and one or more other Wholly Owned
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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"Yield to Maturity", when used with respect to any Original
Issue Discount Security, means the yield to maturity, if any, set forth on the
face thereof.

SECTION 102. Incorporation by Reference of Trust Indenture Act.

"Bankruptcy Act" means the Bankruptcy Act or Title 11 of the
United States Code.

"indenture securities" means the Securities.

"indenture security holder" means a Holder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the
Trustee.

"obligor" on the indenture securities means the Company or any
other obligor on the Securities.

SECTION 103. Compliance Certificates and Opinions.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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(1) a statement that each Person signing such certificate
or opinion has read such covenant or condition and the definitions
herein relating thereto;

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(4) a statement as to whether, in the opinion of each
such Person, such condition or covenant has been complied with.

SECTION 104. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

SECTION 105. Acts of Holders.

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in person or by an agent duly appointed in writing. If Securities of a series
are issuable as Bearer Securities, any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given by Holders of such series may, alternatively, be embodied in and
evidenced by the record of Holders of Securities of such series voting in favor
thereof, either in person or by proxies duly appointed in writing, at a meeting
of Holders of Securities of such series duly called and held in accordance with
the provisions of Article Fourteen, or a combination of such instruments and
any such records. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both
are delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments and any such record (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments and so voting at
any such meeting. Proof of execution of any such instrument or of a writing
appointing any such agent, or the holding of any Person of a Security, shall be
sufficient for any purpose of this Indenture and (subject to Section 601)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1406.

The Company may set a record date for purposes of determining
the identity of Holders of Registered Securities entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture,
which record date shall be the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee prior to such solicitation. If a record date is fixed, those persons
who were Holders of Registered Securities at such record date (or their duly
designated proxies), and only those persons, shall be entitled with respect to
such Securities to take such action by vote or consent or to revoke any vote or
consent previously given, whether or not such persons continue to be Holders
after such record date.

(c) The principal amount and serial numbers of Registered
Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

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other depositary, wherever situated, if such certificate shall be deemed by the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary or exhibited to it the Bearer
Securities therein described; or such facts may be proved by the certificate of
the Person holding such Bearer Securities, if such certificate or affidavit is
deemed by the Trustee to be satisfactory. The Trustee and the Company may
assume that such ownership of any Bearer Security continues until (i) another
certificate bearing a later date issued in respect of the same Bearer Security
is produced, (ii) such Bearer Security is produced to the Trustee by some other
Person, (iii) such Bearer Security is surrendered in exchange for a Registered
Security, or (iv) such Bearer Security is no longer Outstanding. The principal
amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may also be proved in any other manner which the Trustee
deems sufficient.

(f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every
future Holder of the same Security and the Holder of every Security issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or
the Company in reliance thereon, whether or not notation of such action is made
upon such Security. Any consent or waiver of the Holder of any Security shall
be irrevocable for a period of six months after the date of execution thereof,
but otherwise any such Holder or subsequent Holder may revoke the request,
demand, authorization, direction, notice, consent, waiver or other Act as to
such Holder's Security or portion thereof. Such revocation shall be effective
only if the Trustee receives the notice of revocation before the date the Act
becomes effective.

SECTION 106. Notices, Etc., to Trustee and Company.

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SECTION 107. Notice to Holders; Waiver.

In case by reason of the suspension of regular mail service,
or by reason of any other cause it shall be impracticable to give such notice
to Holders of Registered Securities by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case in which notice to
Holders of Registered Securities is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
of a Registered Security, shall affect the sufficiency of such notice with
respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein.

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SECTION 108. Conflict With Trust Indenture Act.

SECTION 109. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

SECTION 110. Successors and Assigns.

All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

SECTION 111. Separability Clause.

SECTION 112. Benefits of Indenture.

Nothing in this Indenture or in the Securities (or any coupon
appertaining thereto), express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder and the Holders and holders
of any Senior Indebtedness, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

SECTION 113. Governing Law.

This Indenture and the Securities (or any coupon appertaining
thereto) shall be governed by and construed in accordance with the laws of the
State of New York.

SECTION 114. Legal Holidays.

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and effect as if made on the Interest Payment Date or Redemption Date, or at
the Stated Maturity, provided that no interest shall accrue for the period from
and after such Interest Payment Date, Redemption Date or Stated Maturity, as
the case may be.

SECTION 115. Corporate Obligation.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

Unless otherwise specified as contemplated by Section 301,
Bearer Securities shall have interest coupons appertaining thereto attached.

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SECTION 202. Form of Trustee's Certificate of Authentication.

The Trustee's certificate of authentication shall be in
substantially the following form:

"This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.

_______________________________________
as Trustee

By_____________________________________
Authorized Signatory."

SECTION 203. Securities in Global Form.

Notwithstanding the provisions of Sections 201 and 307, unless
otherwise specified as contemplated by Section 301, payment of principal of
(and premium, if any) and

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interest, on any Security in permanent global form shall be made to the Person
or Persons specified therein.

Notwithstanding the provisions of Section 308 and except as
provided in the preceding paragraph, the Company, the Trustee and any agent of
the Company or of the Trustee shall treat a Person as the Holder of such
principal amount of Outstanding Securities represented by a global Security as
shall be specified in a written statement, if any, of the Holder of such global
Security or, in the case of a global Bearer Security, of Euro-clear or CEDEL
S.A., which is produced to the Security Registrar by such Holder.

Global Securities may be issued in either registered or bearer
form and in either temporary or permanent form. Permanent Global Securities
will be issued in definitive form.

SECTION 204. Form of Legend for Book-Entry Securities.

Any Book-Entry Security authenticated and delivered hereunder
shall bear a legend in substantially the following form:

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

(1) the title of the Securities of the series (which
shall distinguish the Securities of the series from all other
Securities);

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(5) the date or dates on which the principal (and
premium, if any) of the Securities of the series is payable or the
method of determination thereof;

(9) the obligation, if any, of the Company to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions or at the option

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of a Holder thereof and the period or periods within which, the price
or prices at which and the terms and conditions upon which, Securities
of the series shall be redeemed or purchased in whole or in part
pursuant to such obligation;

(10) the denomination in which any Registered Securities
of that series shall be issuable, if other than denominations of
$1,000 and any integral multiple thereof, and the denomination in
which any Bearer Securities of that series shall be issuable, if other
than the denomination of $5,000;

(12) if the principal of (and premium,if any) or interest
on the Securities of the series are to be payable, at the election of
the Company or a Holder thereof, in a currency or currencies (including
composite currencies) other than that in which the Securities are
stated to be payable, the currency or currencies (including composite
currencies) in which payment of the principal of (and premium, if any)
and interest on, and any Additional Amounts with respect to,
Securities of such series as to which such election is made shall be
payable, and the periods within which and the terms and conditions
upon which such election is to be made;

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(18) any other terms of the series (which terms shall not
be inconsistent with the provisions of this Indenture).

The Securities shall be subordinated in right of payment to
Senior Indebtedness as provided in Article Thirteen.

SECTION 302. Denominations.

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SECTION 303. Execution, Authentication, Delivery and Dating.

Securities and coupons appertaining thereto bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities or coupons.

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Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

(c) that such Securities, together with any coupons
appertaining thereto, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute legal, valid and
binding obligations of the Company, enforceable in accordance with
their terms, except as such enforcement is subject to the effect of
(i) bankruptcy, insolvency, reorganization or other law relating to or
affecting creditors' rights and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding
in equity or at law).

Each Registered Security shall be dated the date of its
authentication; and each Bearer Security shall be dated as of the date of
issuance of the first Bearer Security of such series to be issued.

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SECTION 304. Temporary Securities.

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agent for such purpose, to be exchanged, in whole or from time to time in part,
for definitive Securities of that series without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged; provided however, that unless
otherwise specified in such temporary global Security, upon such presentation
by the Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by
Euro-clear as to the portion of such temporary global Security held for its
account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL S.A. as to the portion of such temporary
global Security held for its account then to be exchanged, each in the form set
forth in Exhibit B to this Indenture. The definitive Securities to be
delivered in exchange for any such temporary global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and if any combination thereof is so specified, as requested by
the beneficial owner thereof.

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payable on a temporary global Security on an Interest Payment Date for
Securities of such series shall be payable to Euro-clear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euro-clear and CEDEL S.A. to the Trustee
of a certificate or certificates in the form set forth in Exhibit B to this
Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary global Security on such Interest Payment and who have
each delivered to Euro-clear or CEDEL S.A., as the case may be, a certificate
in the form set forth in Exhibit A to this Indenture. Any interest so received
by Euro-clear or CEDEL S.A. and not paid as herein provided shall be returned
to the Trustee immediately prior to the expiration of two years after such
Interest Payment Date in order to be repaid to the Company in accordance with
Section 1003.

SECTION 305. Registration, Registration of Transfer and Exchange.

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funds acceptable to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or coupons
may be waived by the Company and the Trustee if there is furnished to them such
security or indemnity as they may require to save each of them and any Paying
Agent harmless. If thereafter the Holder of such Security shall surrender to
any Paying Agent any such missing coupon in respect of which such a payment
shall have been made, such Holder shall be entitled to receive the amount of
such payment; provided, however, that, except as otherwise provided in Section
1002, interest represented by coupons shall be payable only upon presentation
and surrender of those coupons at an office or agency located outside the
United States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at such
office or agency on (a) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (b)
any Special Record Date and before the opening of business at such office or
agency on the related proposed date for payment of Defaulted Interest, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date or proposed date for payment, as the case may be, and
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of the Registered Security issued in exchange for such Bearer Security
but will be payable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

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authorized denominations and of like tenor as the portion of such permanent
global Security to be exchanged which, unless the Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, as
specified as contemplated by Section 301, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof; provided, however, that no such
exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series is to be redeemed and
ending on the relevant Redemption Date; and provided, further, that no Bearer
Security delivered in exchange for a portion of a permanent global Security
shall be mailed or otherwise delivered to any location in the United States.
Promptly following any such exchange in part, such permanent global Security
shall be returned by the Trustee to the Common Depositary or such other
depositary or Common Depositary referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a permanent global Security after the
close of business at the office or agency where such exchange occurs on (a) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (b) any Special Record Date and
before the opening of business at such office or agency on the related proposed
date for payment of Defaulted Interest, interest or Defaulted Interest, as the
case may be, will not be payable on such Interest Payment Date or proposed date
for payment, as the case may be, in respect of such Registered Security, but
will be payable on such Interest Payment Date or proposed for payment, as the
case may be, only to the Person to whom interest in respect of such portion of
such permanent global Security is payable in accordance with the provisions of
this Indenture.

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selected for redemption and ending at the close of business on (i) if
Securities of the series are issuable only as Registered Securities, the day of
the mailing of the relevant notice of redemption and (ii) if Securities of the
series are issuable as Bearer Securities, the day of the first publication of
the relevant notice of redemption, or if Securities of the series are also
issuable as Registered Securities and there is no publication, the mailing of
the relevant notice of redemption or (b) to register the transfer of or
exchange any Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part or
(c) to exchange any Bearer Security so selected for redemption except that such
a Bearer Security may be exchanged for a Registered Security of that series and
like tenor, provided that such Registered Security shall be simultaneously
surrendered for redemption.

Notwithstanding the foregoing and except as otherwise
specified pursuant to Section 301, any Book-Entry Security shall be
exchangeable pursuant to this Section 305 or Sections 304, 906 and 1107 for
Securities registered in the name of, and a transfer of a Book-Entry Security
of any series may be registered to, any Person other than the Depository for
such Security or its nominee only if (a) such Depository notifies the Company
that it is unwilling or unable to continue as Depository for such Book- Entry
Security or if at any time such Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (b) the
Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so exchangeable and the transfer thereof so
registrable or (c) there shall have occurred and be continuing an Event of
Default, or an event which after notice or lapse of time would be an Event of
Default, with respect to the Securities of such series. Upon the occurrence in
respect of any Book-Entry Security of any series of any one or more of the
conditions specified in clauses (a), (b) or (c) of the preceding sentence or
such other conditions as may be specified, such Book-Entry Security may be
exchanged for Securities registered in the names of, and the transfer of such
Book-Entry Security may be registered to, such Persons (including Persons other
than the Depository with respect to such series and its nominees) as such
Depository shall direct. Notwithstanding any other provision of this
Indenture, any Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall
also be a Book-Entry Security and shall bear the legend specified in Section
204 except for any Security authenticated and delivered in exchange for, or
upon registration of transfer of, a Book-Entry Security pursuant to the
preceding sentence.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

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In case any such mutilated, destroyed, lost or stolen Security
or coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security; provided,
however, that the principal of and any premium and interest on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States.

SECTION 307. Payment of Interest; Interest Rights Preserved.

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address of any Person entitled thereto as such address shall appear in the
Security Register, or (b) in the case of Bearer Securities, except as otherwise
provided in Section 1002, upon presentation and surrender of the appropriate
coupon appertaining thereto at an office or agency of the Company in a Place of
Payment located outside the United States or by transfer to an account
maintained by the payee with a bank located outside the United States.

(1) The Company may elect to make payment of any
Defaulted Interest to the Persons in whose names the Registered
Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each
Registered Security of such series and the date of the proposed
payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the
date of the proposed payment, such money when deposited to be held in
trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which
shall be not more than 15 days and not less than 10 days prior to the
date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special Record Date
and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to
each Holder of Registered Securities of such series at his address as
it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so
mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Registered Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on
such Special Record Date and shall no longer be payable pursuant to
the following clause (2).

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and upon such notice as may be required by such exchange, if, after
notice given by the Company to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Registered Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to
Sections 305 and 307) interest on such Registered Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309. Cancellation.

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and unmatured coupons held for reissuance may be reissued only in replacement
of mutilated, lost, stolen or destroyed Bearer Securities of the same series
and like tenor or the related coupons pursuant to Section 306. All Bearer
Securities and unmatured coupons held by the Trustee pending such cancellation
or reissuance shall be deemed to be delivered for all purposes of this
Indenture and the Securities. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of
as directed by a Company Order.

In the case of any temporary global Security, which shall be
disposed of if the entire aggregate principal amount of the Securities
represented thereby has been exchanged, the certificate of disposition shall
state that all certificates required pursuant to Section 304 hereof,
substantially in the form of Exhibit B hereto, to be given by the Euro-clear
operator or CEDEL S.A., have been duly presented to the Trustee for such
Securities by the Euro-clear operator or CEDEL S.A. as the case may be.
Permanent global Securities shall not be disposed of until exchanged in full
for definitive Securities or until payment thereon is made in full.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest on the Securities of each series shall
be computed on the basis of a year of twelve 30-day months.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

(1) either

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Securities and maturing after such exchange, whose surrender
is not required or has been waived as provided in Section 305,
(ii) Securities and coupons which have been destroyed, lost or
stolen and which have been replaced or paid as provided in
Section 306, (iii) coupons appertaining to Bearer Securities
called for redemption and maturing after the relevant
Redemption Date, whose surrender has been waived as provided
in Section 1106, and (iv) Securities and coupons for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 1003) have been delivered to the Trustee
for cancellation; or

(B) with respect to all Outstanding Securities of
such series and any coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation, the
Company has deposited or caused to be deposited with the
Trustee as trust funds, under the terms of an irrevocable
trust agreement in form and substance satisfactory to the
Trustee, for the purpose money or U.S. Government Obligations
maturing as to principal and interest in such amounts and at
such times as will, together with the income to accrue
thereon, without consideration of any reinvestment thereof, be
sufficient to pay and discharge the entire indebtedness on all
Outstanding Securities of such series and coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation for principal (and premium and Additional
Amounts, if any) and interest to the Stated Maturity or any
Redemption Date contemplated by the penultimate paragraph of
this Section, as the case may be; or

(C) the Company has properly fulfilled such other
means of satisfaction and discharge as is specified, as
contemplated by Section 301, to be applicable to the
Securities of such series;

(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company with respect to the Outstanding
Securities of such series;

(3) the Company has complied with any other conditions
specified pursuant to Section 301 to be applicable to the discharge of
Securities of such series pursuant to this Section 401; and

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which obligations or guarantees the full faith and credit of the United States
of America is pledged, or beneficial interests in a trust the corpus of which
consists exclusively of money or such obligations or a combination thereof.

Notwithstanding the satisfaction and discharge of this
Indenture with respect to the Outstanding Securities of such series pursuant to
this Section 401, the obligations of the Company to the Trustee under Section
607, the obligations of the Trustee to any Authenticating Agent under Section
614 and, except for a discharge pursuant to subclause (A) of clause (1) of this
Section, the obligations of the Company under Sections 305, 306, 404, 1001 and
1002 and the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

SECTION 403. Discharge of Liability on Securities of Any Series.

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(2) the Company has delivered to the Trustee a Company
Request requesting such satisfaction and discharge,

(3) the Company has complied with any other conditions
specified pursuant to Section 301 to be applicable to the discharge of
Securities of such series pursuant to this Section 403, and

Upon the satisfaction of the conditions set forth in this
Section with respect to all the Outstanding Securities of any series, the terms
and conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided, however, that, the Company shall not be
discharged from any payment obligations in respect of Securities of such series
which are deemed not to be Outstanding under clause (c) of the definition
thereof if such obligations continue to be valid obligations of the Company
under applicable law or pursuant to Section 305 or 306.

SECTION 404. Reinstatement.

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ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

"Event of Default", wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be occassioned by the
provisions of Article Thirteen or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in or pursuant to the supplemental indenture or Board
Resolution establishing such series of Securities or in the form of Security
for such series:

(2) default in the payment of the principal of (or
premium, if any, on) any Security of that series at its Maturity,
whether or not such payment is prohibited by Article Thirteen; or

(3) default in the deposit of any sinking fund payment,
when and as due by the terms of a Security of that series, and
continuance of such default for a period of 60 days, whether or not
such payment is prohibited by Article Thirteen; or

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adjustment or composition of or in respect of the Company under any
applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering
the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order
unstayed and in effect for a period of 90 consecutive days; or

(7) any other Event of Default provided with respect to
Securities of that series.

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SECTION 502. Acceleration of Maturity; Rescission and Annulment.

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay

(A) all overdue interest on, and any Additional
Amounts with respect to, all Securities of that series (or of
all series, as the case may be) and any coupons appertaining
thereto,

(D) all sums paid or advanced by the Trustee
hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel;

and

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No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(2) default is made in the payment of the principal of
(or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities and coupons, the whole amount then due and payable
on such Securities and coupons for principal (and premium, if any) and interest
and Additional Amounts and, to the extent that payment of such interest shall
be legally enforceable, interest on any overdue principal (and premium, if any)
and on any overdue interest and Additional Amounts, at the rate or rates
prescribed therefor in such Securities (or in the case of Original Issue
Discount Securities, the Securities' Yield to Maturity), and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

(b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same;

SECTION 505. Trustee May Enforce Claims Without Possession of Securities or
Coupons.

All rights of action and claim under this Indenture or the
Securities or coupons may be prosecuted and enforced by the Trustee without
possession of any of the

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Securities or coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Securities and coupons in respect
of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Subject to Article Thirteen, any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (or premium, if any), interest or any Additional
Amounts, upon presentation of the Securities or coupons, or both as the case
may be, and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under
Section 607;

SECOND: To holders of Senior Indebtedness to the extent
required by Article Thirteen;

THIRD: To the payment of the amounts then due and unpaid for
principal of (and premium, if any) and interest and any Additional
Amounts on the Securities and coupons in respect of which or for the
benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and
payable on such Securities and coupons for principal (and premium, if
any), interest and Additional Amounts, respectively; and

FOURTH: The balance, if any, to the Person or Persons entitled
thereto.

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SECTION 507. Limitation on Suits.

(3) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such proceeding; and

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

Subject to Article Thirteen and notwithstanding any other
provision in this Indenture, the Holder of any Security or coupon shall have
the right, which is absolute and unconditional, to receive payment of the
principal of (and premium, if any) and (subject to Section 307) interest on
such Security or payment of such coupon on the Stated Maturity or Maturities
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

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SECTION 509. Restoration of Rights and Remedies.

SECTION 510. Rights and Remedies Cumulative.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any
Securities or coupons to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Holders, as the case may be.

SECTION 512. Control by Holders.

(1) such direction shall not be in conflict with any rule
of law or with this Indenture, and

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(2) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.

(1) in the payment of the principal of (or premium, if
any) or interest on, or any Additional Amounts with respect to, any
Security, or

(2) in respect of a covenant or provision hereof which
under Article Nine cannot be modified or amended without the consent
of the Holder of each Outstanding Security affected.

SECTION 514. Undertaking for Costs.

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SECTION 515. Waiver of Stay or Extension Laws.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(2) in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture;
but in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to the
requirements of this Indenture.

(b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.

(c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent
action, its own negligent failure to act or its own willful
misconduct, except that

(1) this Subsection shall not be construed to
limit the effect of Subsection (a) of this Section;

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SECTION 602. Notice of Defaults.

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SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(e) the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the
request or direction of any of the Holders pursuant to this Indenture,
unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or
direction;

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SECTION 604. Not Responsible for Recitals or Issuance of Securities.

SECTION 605. May Hold Securities.

SECTION 606. Money Held in Trust.

SECTION 607. Compensation and Reimbursement.

The Company agrees

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liability in connection with the exercise or performance of any of its
powers or duties hereunder.

SECTION 608. Disqualification; Conflicting Interests.

(c) For the purposes of this Section, the term "conflicting
interest" shall have the meaning specified in Section 310(b) of the Trust
Indenture Act and the Trustee shall comply with Section 310(b) of the Trust
Indenture Act; provided, however, that there shall be excluded from the
operation of Section 310 (b) (1) of the Trust Indenture Act with respect to the
Securities of any series the Indenture dated as of June 1, 1968, as
supplemented, between the Company and the Trustee, the Indenture dated as of
February 5, 1986, as supplemented, between the Company and the Trustee, this
Indenture with respect to the Securities of any series other than that series,
and any other indenture or indentures under which other securities, or
certificates of interest or participation in other securities, of the Company
are outstanding, if the requirements for such exclusion set forth in Section
310(b)(1) of the Trust Indenture Act are met. For purposes of the preceding
sentence, the optional provision permitted by the second sentence of Section
310(b)(9) of the Trust Indenture Act shall be applicable.

SECTION 609. Corporate Trustee Required; Eligibility.

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reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

(d) If at any time:

(1) the Trustee shall fail to comply with Section 608(a)
after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section
609 and shall fail to resign after written request therefor by the
Company or by any such Holder of Securities, or

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(f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class mail, postage prepaid,
to all Holders of Securities of such series as their names and addresses appear
in the Security Register. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its
Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

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(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

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delivered, by the Trustee then in office, any successor by merger, conversion
or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

SECTION 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents
which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of
transfer or partial redemption or pursuant to Section 306, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States of America, any state thereof or the District of Columbia, or in
the case of an Authenticating Agent with respect to Securities issuable as
Bearer Securities, under the laws of any country in which such Bearer
Securities may be offered; authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 or
equivalent amount expressed in a foreign currency and subject to supervision or
examination by federal or state authority or authority of such country. If
such Authenticating Agent publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

If an appointment is made pursuant to this Section, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternate certificate of authentication in the following
form:

This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

_____________________________________________
As Trustee

By __________________________________________
As Authenticating Agent

By __________________________________________
Authorized Signatory

Notwithstanding any provision of this Section 614 to the
contrary, if at any time any Authenticating Agent appointed hereunder with
respect to any series of Securities

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shall not also be acting as the Security Registrar hereunder with respect to
any series of Securities, then, in addition to all other duties of an
Authenticating Agent hereunder, such Authenticating Agent shall also be
obligated: (i) to furnish to the Security Registrar promptly all information
necessary to enable the Security Registrar to maintain at all times an accurate
and current Security Register; and (ii) prior to authenticating any Security
denominated in a foreign currency, to ascertain from the Company the units of
such foreign currency that are required to be determined by the Company
pursuant to Section 302.

ARTICLE SEVEN

HOLDER'S LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

With respect to each series of Securities, the Company will
furnish or cause to be furnished to the Trustee:

(a) semi-annually, not more than 15 days after each Regular
Record Date relating to that series (or, if there is no Regular Record Date
relating to that series, on January 1 and July 1), a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
that series as of such dates, and

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar, if so acting.

SECTION 702. Preservation of Information; Communications to Holders.

(b) Holders of Securities may communicate pursuant to Section 312
(b) of the Trust Indenture Act with other Holders with respect to their rights
under this Indenture or under the Securities.

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SECTION 703. Reports by Trustee.

(b) The Trustee shall comply with Section 313(b) of the Trust
Indenture Act.

(1) to all Holders of Registered Securities, as the names
and addresses of such Holders appear in the Security Register;

(2) to such Holders of Bearer Securities as have, within
the two years preceding such transmissions, filed their names and
addresses with the Trustee for that purpose; and

SECTION 704. Reports by Company.

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ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, unless:

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

SECTION 802. Successor Person Substituted.

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ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

(1) to evidence the succession of another Person to the
Company and the assumption by any such successor of the covenants of
the Company herein and in the Securities; or

(3) to add any additional Events of Default with respect
to all or any series of the Securities (and, if such Event of Default
is applicable to less than all series of Securities, specifying the
series to which such Event of Default is applicable); or

(6) to establish the form or terms of Securities of any
series as permitted by Sections 201 and 301; or

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SECTION 902. Supplemental Indentures With Consent of Holders.

With the consent of the Holders of a majority in principal
amount of the Outstanding Securities of all series affected by such
supplemental indenture (acting as one class), by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
and any related coupons under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

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It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

SECTION 904. Effect of Supplemental Indentures.

SECTION 905. Conformity With Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

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SECTION 906. Reference in Securities to Supplemental Indentures.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

SECTION 1002. Maintenance of Office or Agency.

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which is located outside the United States, an office or agency where
Securities of that series and related coupons may be presented and surrendered
for payment (including payment of any Additional Amounts with respect to Bearer
Securities of that series); provided, however, that if the Securities of that
series are listed on the International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited, the Luxembourg Stock Exchange or any other
stock exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent for the Securities of that
series in London, Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that series are
listed on such exchange, and (c) subject to any laws or regulations applicable
thereto, in a Place of Payment for that series located outside the United
States an office or agency where any Registered Securities of that series may
be surrendered for registration of transfer, where Securities of that series
may be surrendered for exchange and where notices and demands to or upon the
Company in respect of the Securities of that series and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, except that Bearer Securities of that series and the
related coupons may be presented and surrendered for payment (including payment
of any Additional Amounts with respect to Bearer Securities of that series) at
the office of any Paying Agent for such series located outside the United
States, and the Company hereby appoints the Trustee as its office or agency to
receive such presentations, surrenders, notices and demands.

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its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

SECTION 1003. Money for Securities Payments to be Held in Trust.

(3) at any time during the continuance of any such
default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct

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any Paying Agent to pay, to the Trustee all sums held in trust by the Company
or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which sums were held by the Company or such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent shall
be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security of any series and remaining
unclaimed for three years after such principal (and premium, if any) or
interest has become due and payable shall, unless otherwise required by
mandatory provisions of applicable escheat, or abandoned or unclaimed property
law, be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
and coupon appertaining thereto shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the Borough of Manhattan,
The City of New York, notice that such money remains unclaimed and that, after
a date specified herein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will,
unless otherwise required by mandatory provisions of applicable escheat, or
abandoned or unclaimed property law, be repaid to the Company.

SECTION 1004. Existence.

Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence.

SECTION 1005. Maintenance of Properties.

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SECTION 1006. Payment of Taxes and Other Claims.

SECTION 1007. Statement by Officers as to Default.

SECTION 1008. Waiver of Certain Covenants.

SECTION 1009. Additional Amounts.

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the net proceeds received on the sale or exchange of any Security of any
series, such mention shall be deemed to include mention of the payment of
Additional Amounts provided for in this Section to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment
of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

If the Securities of a series provide for the payment of
Additional Amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Securities (or if the Securities of that series
will not bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each date of
payment of principal and any premium or interest if there has been any change
with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of and any premium or interest on the
Securities of that series shall be made to Holders of Securities of that series
or any related coupons who are United States Aliens without withholding for or
on account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then
such Officers' Certificate shall specify by country the amount, if any,
required to be withheld on such payments to such Holders of securities or
coupons and the Company will pay to such Paying Agent the Additional Amounts
required by this Section. The Company covenants to indemnify the Trustee and
any Paying Agent for, and to hold them harmless against any loss, liability or
expense reasonably incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers' Certificate furnished pursuant to this Section.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than

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all the Securities of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case
of any redemption of Securities prior to the expiration of any restriction on
such redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to be Redeemed.

If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series or of the
principal amount of global Securities of such series.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given in the manner provided in
Section 107 to Holder of Securities to be redeemed not less than 30 nor more
than 60 days prior to the Redemption Date.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

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(5) the place or places where such Securities, together
in the case of Bearer Securities with all coupons appertaining
thereto, are to be surrendered for payment of the Redemption Price,

(6) that the redemption is for a sinking fund, if such is
the case,

(7) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for redemption
must be accompanied by all coupons appertaining thereto maturing
subsequent to the date fixed for redemption or the amount of any such
missing coupon or coupons will be deducted from the Redemption Price
or security or indemnity satisfactory to the Company, the Trustee and
any Paying Agent is furnished, and

SECTION 1105. Deposit of Redemption Price.

SECTION 1106. Securities Payable on Redemption Date.

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redeemed, except to the extent provided below, shall be redeemed. Upon
surrender of any such Security for redemption in accordance with said notice,
together with all coupons appertaining thereto, if any, appertaining thereto
maturing after the Redemption Date, such Security shall be paid by the Company
at the Redemption Price, together with accrued interest (and any Additional
Amounts) to the Redemption Date; provided, however, that installments of
interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only at an office or agency located outside
the United States (except as otherwise provided in Section 1002) and, unless
otherwise specified as contemplated by Section 301, only upon presentation and
surrender of coupons appertaining thereto for such interest; and provided,
further, that installments of interest whose Stated Maturity is on or prior to
the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such at the close of business on
the relevant Record Dates according to their terms and the provisions of
Section 307.

SECTION 1107. Securities Redeemed in Part.

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requested by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

SECTION 1203. Redemption of Securities for Sinking Fund.

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portion thereof, if any, which is to be satisfied by delivery of or by
crediting Securities of that series pursuant to Section 1202 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
1106 and 1107.

ARTICLE THIRTEEN

SUBORDINATION OF SECURITIES

SECTION 1301. Securities Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of a
Security or coupon, by his acceptance thereof, whether upon original issue or
upon transfer or assignment, likewise covenants and agrees, that, to the extent
and in the manner hereinafter set forth, the payment of the principal of (and
premium, if any) and interest on, and any Additional Amounts with respect to,
each and all of the Securities and the payment of any coupon is hereby
expressly made subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness.

SECTION 1302. Payment Over of Proceeds Upon Dissolution, Etc.

In the event of any Proceeding, the holders of Senior
Indebtedness shall be entitled to receive payment in full of all amounts due or
to become due on or in respect of all Senior Indebtedness, or provision shall
be made for such payment in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, before the Holders of the
Securities or coupons appertaining thereto are entitled to receive any
Securities Payment (other than a Securities Payment in the form of Permitted
Junior Securities), and to that end the holders of Senior Indebtedness shall be
entitled to receive, for application to the payment thereof, any Securities
Payment (other than any Securities Payment in the form of Permitted Junior
Securities), which may be payable or deliverable in any such Proceeding.

In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any
Securities Payment (other than any Securities Payment in the form of Permitted
Junior Securities) before all Senior Indebtedness is paid in full or payment
thereof is provided for in cash or cash equivalents or otherwise in a manner
satisfactory to the holders of Senior Indebtedness, and if the Trustee or such
Holder, as the case may be, shall, at or prior to the time of such Securities
Payment have actual knowledge of such fact, then and in each such event, such
Securities

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Payment shall be paid over or delivered forthwith to the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee, agent or other Person
making payment or distribution of assets of the Company for application to the
payment of all Senior Indebtedness remaining unpaid, to the extent necessary to
pay all Senior Indebtedness in full, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness.

The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and
conditions set forth in Article Eight shall not be deemed a Proceeding for the
purposes of this Section if the Person formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets as an entirety, as the case may be, shall,
as a part of such consolidation, merger, conveyance or transfer, comply with
the conditions set forth in Article Eight.

SECTION 1303. No Payment When Designated Senior Indebtedness in Default.

In the event that any Payment Event of Default shall have
occurred and be continuing, no Securities Payment (other than a Securities
Payment in the form of Permitted Junior Securities) shall be made unless and
until such Payment Event of Default shall have been cured or waived or shall
have ceased to exist or all amounts then due and payable in respect of
Designated Senior Indebtedness shall have been paid in full, or provision shall
have been made for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Designated Senior Indebtedness.

In the event that any Non-Payment Event of Default shall have
occurred with respect to any Designated Senior Indebtedness and be continuing,
then, upon the receipt by the Trustee and the Company of written notice of such
Non-Payment Event of Default from the trustee or representative for, or holders
of, at least a majority in principal amount of such Designated Senior
Indebtedness, no Securities Payment (other than a Securities Payment in the
form of Permitted Junior Securities) shall be made during the period (the
"Payment Blockage Period") commencing on the date of receipt of such written
notice and ending on the earlier of (a) the date on which such Non-Payment
Event of Default shall have been cured or waived or shall have ceased to exist
or any acceleration of the Designated Senior Indebtedness to which such
Non-Payment Event of Default relates shall have been rescinded or annulled or
such Designated Senior Indebtedness shall have been discharged and (b) the
176th day after the date of such receipt of such written notice. During any
360-day period the aggregate of all Payment Blockage Periods shall not exceed
176 days and there shall be a period of at least 184 consecutive days in each
360-day period when no Payment Blockage Period is in effect. For all purposes
of this paragraph, no Non-Payment Event of Default that existed or was
continuing on the date of commencement of any Payment Blockage Period shall be,
or be made, the basis for the commencement of a

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subsequent Payment Blockage Period by a trustee or representative for, or
holders of, Designated Senior Indebtedness unless such Payment Event of Default
or Non-Payment Event of Default shall have been cured for a period of not less
than 90 consecutive days.

In the event that, notwithstanding the foregoing, the Company
shall make any Securities Payment to the Trustee or the Holder of any Security
at a time when such Securities Payment was prohibited by the foregoing
provisions of this Section, and if, at or prior to the time of such Securities
Payment, the Trustee or such Holder, as the case may be, had actual knowledge
of such fact, then and in such event such Securities Payment shall be paid over
and delivered forthwith to the Company.

The provisions of this Section shall not apply to any
Securities Payment with respect to which Section 1302 would be applicable.

SECTION 1304. Payment Permitted if No Default.

Nothing contained in this Article or elsewhere in this
Indenture or in any of the Securities shall prevent (a) the Company, at any
time except during the pendency of any Proceeding referred to in Section 1302
or under the conditions described in Section 1303, from making Securities
Payments, or (b) the application by the Trustee of any money deposited with it
hereunder to Securities Payments or the retention of such Securities Payment by
the Holders, if, at the time of such application by the Trustee, it did not
have actual knowledge that such Securities Payment would have been prohibited
by the provisions of this Article.

SECTION 1305. Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all amounts due and to
become due on or in respect of Senior Indebtedness, or the provision for such
payment in cash or cash equivalents or otherwise in a manner satisfactory to
the holders of Senior Indebtedness, the Holders of the Securities or coupons
appertaining thereto shall be subrogated to the extent of the payments or
distributions made to the holders of such Senior Indebtedness pursuant to the
provisions of this Article to the rights of the holders of such Senior
Indebtedness to receive payments and distributions of cash, property and
securities applicable to the Senior Indebtedness until the principal of and
premium, if any, and interest on, and any Additional Amounts with respect to,
the Securities or coupons appertaining thereto shall be paid in full. For
purposes of such subrogation, no payments or distributions to the holders of
the Senior Indebtedness of any cash, property or securities to which the
Holders of the Securities or coupons appertaining thereto or the Trustee would
be entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior
Indebtedness by Holders of the Securities or coupons appertaining thereto or
the Trustee, shall, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities or coupons appertaining
thereto, be deemed

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to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

SECTION 1306. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the Holders of the Securities or
coupons appertaining thereto on the one hand and the holders of Senior
Indebtedness on the other hand. Nothing contained in this Article or elsewhere
in this Indenture or in the Securities or coupons appertaining thereto is
intended to or shall (a) impair, as among the Company, its creditors other than
holders of Senior Indebtedness and the Holders of the Securities or coupons
appertaining thereto, the obligation of the Company, which is absolute and
unconditional (and which, subject to the rights under this Article of the
holders of Senior Indebtedness, is intended to rank equally with all other
general obligations of the Company), to pay to the Holders of the Securities or
coupons appertaining thereto the principal of and premium, if any, and interest
on, and any Additional Amounts with respect to, the Securities or coupons
appertaining thereto as and when the same shall become due and payable in
accordance with their terms; or (b) affect the relative rights against the
Company of the Holders of the Securities or coupons appertaining thereto and
creditors of the Company other than the holders of Senior Indebtedness; or (c)
prevent the occurrence of an Event of Default or prevent the Trustee or the
Holder of any Security or coupon from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness to
receive cash, property and securities otherwise payable or deliverable to the
Trustee or such Holder.

SECTION 1307. Trustee to Effectuate Subordination.

Each Holder of a Security or coupon by his acceptance thereof,
whether upon original issue or upon transfer or assignment, authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate, as between the Holders of the Securities and the
holders of Senior Indebtedness, the subordination provided in this Article and
appoints the Trustee his attorney-in-fact for any and all such purposes,
including, in the event of any dissolution, winding up or liquidation or
reorganization under any applicable bankruptcy law of the Company (whether in
bankruptcy, insolvency or receivership proceedings or otherwise), the timely
filing of a claim for the unpaid balance of such Holder's Securities in the
form required in such proceedings and the causing of such claim to be approved.
If the Trustee does not file a claim or proof of debt in the form required in
such proceedings prior to 10 days before the expiration of the time to file
such claims of proofs, then the holders of Senior Indebtedness, jointly, or
their representative shall have the right to file an appropriate claim for and
on behalf of the Holders. Nothing contained herein shall be construed to
authorize the Trustee or the holders of Senior Indebtedness to authorize or
consent to or to accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or

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the rights of any Holder or to authorize the Trustee or the holders of Senior
Indebtedness to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 1308. No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness may, at any time and from time to
time, without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
or coupons appertaining thereto and without impairing or releasing the
subordination provided in this Article or the obligations hereunder of the
Holders of the Securities or coupons appertaining thereto to the holders of
Senior Indebtedness, do any one or more of the following: (a) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement
under which Senior Indebtedness is outstanding; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (c) release any Person liable in any manner for the
collection of Senior Indebtedness and settle or compromise Senior Indebtedness
(which, to the extent so settled and compromised, shall be deemed to have been
paid in full for all purposes hereof); (d) apply any amounts received to any
liability of the Company owing to holders of Senior Indebtedness; and (e)
exercise or refrain from exercising any rights against the Company and any
other Person.

SECTION 1309. Notice to Trustee.

The Company shall give prompt written notice to the Trustee of
any default or event of default with respect to any Senior Indebtedness or of
any fact known to the Company which would prohibit the making of any payment to
or by the Trustee in respect of the Securities or coupons appertaining thereto.
Notwithstanding the provisions of this Article or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence of
any facts which would prohibit the making of any payment to or by the Trustee
in respect of the Securities or coupons appertaining thereto, unless and until
the Trustee shall have received written notice thereof from the Company or a
holder of Senior Indebtedness or from any trustee therefor; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 601, shall be entitled in all respects to assume that no such facts
exist; provided, however, that if the Trustee shall not have received the
notice provided for in this Section at least five Business Days prior to the

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date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of and
premium, if any, or interest on any Security), then, anything herein contained
to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it within five Business Days prior to such date.

Subject to the provisions of Section 601, the Trustee shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Indebtedness (or a trustee
therefor) to establish that such notice has been given by a holder of Senior
Indebtedness (or a trustee therefor). In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of
any Person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article, and if such evidence
is not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

SECTION 1310. Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section
601, and the Holders of the Securities or coupons appertaining thereto shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which any Proceeding is pending, or a certificate of the
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for
the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities or
coupons appertaining thereto, for the purpose of ascertaining the Persons
entitled to participate in such payment or distribution, the holders of the
Senior Indebtedness and other indebtedness of the Company, the amount thereof
or payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this Article.

SECTION 1311. Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness.

SECTION 1312. Rights of Trustee as Holder of Senior Indebtedness; Preservation
of Trustee's Rights.

The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article with respect to any Senior
Indebtedness which may at any time be held by it,

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<PAGE> 88

to the same extent as any other holder of Senior Indebtedness, and nothing in
this Indenture shall deprive the Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607.

SECTION 1313. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee
shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article shall in such case (unless the context
otherwise requires) be construed as extending to and including such Paying
Agent within its meaning as fully for all intents and purposes as if such
Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Section 1312 shall not apply to the Company or
any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 1314. Application by Trustee of Assets Deposited with It.

All money and U.S. Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Section 401 shall be for
the sole benefit of the Holders and shall not be subject to this Article.
Otherwise, any deposit of assets by the Company with the Trustee or any Paying
Agent (whether or not in trust) for the payment of principal of (or premium, if
any) or interest on, or any Additional Amounts with respect to, any Securities
shall be subject to the provisions of this Article.

ARTICLE FOURTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1401. Purposes for Which Meetings May Be Called.

SECTION 1402. Call, Notice and Place of Meetings.

(a) The Trustee may at any time call a meeting of Holders
of Securities of any series for any purpose specified in Section 1401, to be
held at such time and at such place in ___________________________, in the
Borough of Manhattan, the City of New York, or in London, as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general

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<PAGE> 89

terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 107, not less than 20 nor more than 180 days prior
to the date fixed for the meeting (or, in the case of a meeting of Holders with
respect to Securities of a series all or part of which are represented by a
Book-Entry Security, not less than 20 nor more than 40 days).

(b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in aggregate principal amount of the
Outstanding Securities of any series, shall have requested the Trustee for any
such series to call a meeting of the Holders of Securities of such series for
any purpose specified in Section 1401, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have made the first publication of the notice of such meeting
within 30 days after receipt of such request or shall not thereafter proceed to
cause the meeting to be held as provided herein, then the Company or the
Holders of Securities of such series in the amount above specified, as the case
may be, may determine the time and the place in __________________, in the
Borough of Manhattan, the City of New York, or in London, for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

SECTION 1403. Persons Entitled to Vote at Meetings.

SECTION 1404. Quorum; Action.

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<PAGE> 90

reconvened. Notice of the reconvening of an adjourned meeting shall state
expressly that Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series shall constitute a quorum.
Notwithstanding the foregoing, no meeting of Holders with respect to Securities
of any series which is represented in whole or in part by a Book-Entry Security
shall be adjourned to a date more than 90 days after the date on which notice
of such meeting was originally given in accordance with Section 1402 unless the
Trustee shall send out a new notice of meeting.

Except as limited by the proviso to Section 902, any
resolution passed or decision taken at any meeting of Holders of Securities of
any series duly held in accordance with this Section shall be binding on all
the Holders of Securities of such series and the coupons appertaining thereto,
whether or not present or represented at the meeting.

SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

(b) The Trustee shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Company or by Holders of Securities as provided in Section
1402(b), in which case the Company or the Holders of Securities of the series
calling the meeting, as the case may be, shall appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of such series represented at the meeting.

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<PAGE> 91

(d) Any meeting of Holders of Securities of any series
duly called pursuant to Section 1402 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in aggregate
principal amount of the Outstanding Securities of such series represented at
the meeting; and the meeting may be held as so adjourned without further
notice.

SECTION 1406. Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of
Holders of Securities of any series shall be by written ballots on which shall
be subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to such record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that such notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

* * *

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<PAGE> 92

IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

SNYDER OIL CORPORATION

(CORPORATE SEAL)
By:___________________________
Name:______________________
Title:_____________________

______________________________

(CORPORATE SEAL)
By:___________________________
Name:______________________
Title:_____________________

-83-
<PAGE> 93

STATE OF TEXAS )
) ss.
COUNTY OF DALLAS )

_______________________________________
Notary Public in Dallas County for the
State of Texas

My Commission Expires _________________
(NOTARIAL SEAL)

STATE OF TEXAS )
) ss:
COUNTY OF DALLAS )

On the ____ day of _______________, 19__, before me personally
came ____________________________, to me known, who, being by me duly sworn,
did depose and say that he is _________________________________ of
_____________________________ _______________________, one of the corporations
described in and which executed the foregoing instrument; that he knows the
seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

_______________________________________
Notary Public in Dallas County for the
State of Texas

My Commission Expires _________________

(NOTARIAL SEAL)

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<PAGE> 94

EXHIBIT A

FORM OF CERTIFICATE TO BE
GIVEN BY OWNER OF SECURITY OR BENEFICIAL OWNER OF
INTEREST IN A GLOBAL SECURITY

SNYDER OIL CORPORATION

(TITLE OF SECURITIES)

(THE "SECURITIES")

A-1
<PAGE> 95

of non-U.S. person(s). As used in this paragraph the term "U.S. person" has
the meaning given to it by Regulation S under the Act.

*Dated: __________________, 199__

NAME OF PERSON MAKING CERTIFICATION

By:_______________________________
As, or as Agent for, the
beneficial owner(s) of the
Securities to which this
Certificate relates

By:_______________________________
As, or as Agent for, the
financial institution (if any)
through which a United States
Person acquired the Securities
to which this Certificate relates

__________________________________

*To be dated no earlier than the Certification Date.

A-2
<PAGE> 96

EXHIBIT B

FORM OF CERTIFICATION TO BE GIVEN
BY THE EURO-CLEAR OPERATOR OR CEDEL

SNYDER OIL CORPORATION

(TITLE OF SECURITIES)

(THE "SECURITIES")

B-1
<PAGE> 97

we have not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with respect
to any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

Dated:______________, 199__
(dated the Exchange Date or the
Interest Payment Date)

_______________________________________
as operator of the Euro-clear System

(CEDEL S.A.)

By ____________________________________

B-2

<PAGE> 1
EXHIBIT 12.1

SNYDER OIL CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Unaudited)

Three
Months Ended
Years ended December 31, March 31,
-------------------------------------------------------- -----------
1989 1990 1991 1992 1993 1994
--------- --------- -------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Income before taxes,
extraordinary item, and
and accounting change $ 7,321 $ 9,857 $11,439 $17,305 $34,909 $ 8,595
Interest expense 761 6,273 8,452 4,997 5,315 1,342
------- ------- ------- ------- ------- -------
Earnings before fixed charges 8,082 16,130 19,891 22,302 40,224 9,937
======= ======= ======= ======= ======= =======
Fixed Charges:
Interest expense 761 6,273 8,452 4,997 5,315 1,342
------- ------- ------- ------- ------- -------
Total fixed charges $ 761 $ 6,273 $ 8,452 $ 4,997 $ 5,315 $ 1,342
======= ======= ======= ======= ======= =======

Ratio of earnings
to fixed charges 10.62 2.57 2.35 4.46 7.57 7.40
======= ======= ======= ======= ======= =======
</TABLE>
<PAGE> 2
SNYDER OIL CORPORATION

COMPUTATION OF RATIO OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
(Unaudited)

Three
Months Ended
Years ended December 31, March 31,
------------------------------------------------------- -----------
1989 1990 1991 1992 1993 1994
-------- -------- -------- -------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Income before taxes,
extraordinary item, and
and accounting change $ 7,321 $ 9,857 $11,439 $17,305 $34,909 $ 8,595
Interest expense 761 6,273 8,452 4,997 5,315 1,342
------- ------- ------- ------- ------- -------
Earnings before fixed charges 8,082 16,130 19,891 22,302 40,224 9,937
======= ======= ======= ======= ======= =======
Fixed Charges:
Interest expense 761 6,273 8,452 4,997 5,315 1,342
Preferred stock dividends 0 0 453 4,800 9,100 2,739
------- ------- ------- ------- ------- -------
Total fixed charges $ 761 $ 6,273 $ 8,905 $ 9,797 $14,415 $ 4,081
======= ======= ======= ======= ======= =======

Ratio of earnings
to combined fixed charges
and preferred dividends 10.62 2.57 2.23 2.28 2.79 2.43
======= ======= ======= ======= ======= =======

</TABLE>

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we herby consent to the use of our reports
and to all references to our Firm included in or made a part of this
registration statement.

ARTHUR ANDERSEN & CO.

Dallas, Texas
July 29, 1994

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum consultants, we hereby consent to the
incorporation by reference in the Prospectus constituting part of this
Registration Statement on Form S-3 of our reports to Snyder Oil Corporation
dated February 10, 1994 and February 11, 1994 appearing at Exhibit 99.1 and
Exhibit 99.2 of Snyder Oil Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993. We also consent to all references to our firm
included as a part of this Registration Statement on Form S-3 to be filed on or
about July 28, 1994.

NETHERLAND, SEWELL & ASSOCIATES, INC.

By /s/ Frederic D. Sewell
--------------------------------
Frederic D. Sewell, President

Dallas, Texas
July 26, 1994