OCEAN ENERGY INC, 10-Q, 1997-11-12

OCEAN ENERGY INC
10-Q, 1997-11-12
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NO. 0-25058

OCEAN ENERGY, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 72-1277752
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

8440 JEFFERSON HIGHWAY, SUITE 420
BATON ROUGE, LOUISIANA 70809
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Including Area Code: (504) 927-1450

Securities Registered Pursuant to Section 12 (b) of the Act:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)

Securities Registered Pursuant to Section 12(g) of the Act:
NONE

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

19,710,108 shares of the registrant's Common Stock were outstanding as
of November 3, 1997.

<PAGE> 2
OCEAN ENERGY, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS

(UNAUDITED)
SEPTEMBER 30, DECEMBER 31,
1997 1996
-------------- --------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,053,437 $ 5,758,978
Joint interest receivables 8,572,028 2,001,605
Oil and gas sales receivables 35,966,008 33,770,044
Accounts receivable--other 1,607,128 1,500,000
Assets held for resale -- 37,200,000
Prepaid expenses 846,613 1,213,143
Other current assets 4,486,343 2,414,803
------------- -------------
Total current assets 58,531,557 83,858,573
Oil and gas properties -- full cost method:
Evaluated 735,314,377 464,485,367
Less accumulated depreciation, depletion, and amortization (272,618,395) (188,692,223)
------------- -------------
462,695,982 275,793,144
Unevaluated properties excluded from amortization 149,825,472 79,904,974

Other assets:
Furniture and equipment, less accumulated depreciation of
$4,496,613 and $2,772,983 at September 30, 1997 and
December 31, 1996, respectively 5,492,797 4,286,773
Restricted deposits 7,955,599 6,323,515
Deferred financing costs 10,474,003 10,543,226
------------- -------------
Total assets $ 694,975,410 $ 460,710,205
============= =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities $ 91,195,997 $ 47,718,102
Oil and gas sales payable 7,154,725 7,830,415
Accrued interest 12,612,331 5,521,070
Current notes payable -- 127,154
Deposit on assets held for resale -- 3,720,000
------------- -------------
Total current liabilities 110,963,053 64,916,741

Long-term debt 464,121,495 284,141,999
Deferred hedge revenue 300,000 400,000
Deferred tax liability 7,547,042 6,098,144

Stockholders' equity:
Preferred stock, $.01 par value; authorized 10,000,000 shares, no shares
issued or outstanding at September 30, 1997, and
December 31,1996 -- --
Common stock, $.01 par value; authorized 100,000,000 shares;
issued and outstanding 19,702,010 shares and 19,640,656 shares
at September 30, 1997 and December 31, 1996, respectively 197,020 196,407
Paid-in capital 93,258,324 91,819,465
Retained earnings 18,588,476 13,137,449
------------- -------------
Total stockholders' equity 112,043,820 105,153,321
------------- -------------
Total liabilities and stockholders' equity $ 694,975,410 $ 460,710,205
============= =============
</TABLE>

The accompanying notes to financial statements are an integral
part of these statements.

2
<PAGE> 3
OCEAN ENERGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------------- --------------------------------
1997 1996 1997 1996
-------------- ------------- ------------ -------------

<S> <C> <C> <C> <C>
Oil and gas sales $ 204,396,286 $ 116,671,049 $ 74,327,617 $ 47,589,030

Operating expenses:
Lease operations 40,477,049 24,930,765 13,263,763 8,408,735
Severance taxes 8,060,697 8,710,408 2,682,225 3,188,645
Depreciation, depletion and amortization 83,926,173 48,477,198 32,346,410 19,504,158
------------- ------------- ------------- -------------
Total operating expenses 132,463,919 82,118,371 48,292,398 31,101,538
General and administrative expenses 13,321,319 9,946,556 4,724,832 3,921,556
Interest expense 21,236,286 12,028,892 7,932,871 3,840,866
Other income (1,107,994) (173,027) (423,465) (174,804)
------------- ------------- ------------- -------------

Income before taxes and extraordinary item 38,482,756 12,750,257 13,800,981 8,899,874
Income tax expense 13,730,716 5,051,264 5,176,056 3,536,560
------------- ------------- ------------- -------------
Income before extraordinary item 24,752,040 7,698,993 8,624,925 5,363,314
------------- ------------- ------------- -------------
Extraordinary loss on early extinguishment
of debt, net of taxes 19,301,013 -- 19,301,013 --
------------- ------------- ------------- -------------

Net income (loss) $ 5,451,027 $ 7,698,993 $ (10,676,088) $ 5,363,314
============= ============= ============= =============

Earnings (loss) per common share:
Primary
Before extraordinary item $ 1.18 $ 0.40 $ 0.41 $ 0.26
Extraordinary item (0.92) -- (0.92) --
------------- ------------- ------------- -------------
Net income $ 0.26 $ 0.40 $ (0.51) $ 0.26

Fully diluted
Before extraordinary item $ 1.17 $ 0.40 $ 0.40 $ 0.26
Extraordinary item (0.91) -- (0.90) --
------------- ------------- ------------- -------------
Net income $ 0.26 $ 0.40 $ (0.50) $ 0.26

Weighted average common and common
equivalent shares outstanding:
Primary 20,954,384 19,172,901 21,072,063 20,706,058
Fully diluted 21,206,529 19,414,173 21,328,916 20,768,886
</TABLE>

The accompanying notes to financial statements are an integral
part of these statements.

3
<PAGE> 4
OCEAN ENERGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------------
1997 1996
------------- -------------
<S> <C> <C>
Operating activities:
Net income (loss) $ 5,451,027 $ 7,698,993
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization:
Oil and gas properties 83,926,173 48,477,198
Furniture and equipment 1,723,629 1,024,862
Deferred hedge revenue (100,000) (352,750)
Deferred tax expense 1,448,898 4,915,853

Changes in operating assets and liabilities:
Accrued interest 7,091,261 2,190,117
Receivables (8,873,515) (5,453,805)
Prepaid expenses 366,530 (419,185)
Other current assets (2,071,539) (421,752)
Accounts payable and accrued liabilities 22,542,484 1,695,917
Oil and gas sales payable (675,690) (261,752)
------------- -------------
Net cash provided by operating activities 110,829,258 59,093,696
------------- -------------

Investing activities:
Additions to oil and gas properties and furniture and equipment (322,743,754) (209,829,151)
Increase in restricted deposits (1,632,084) (1,551,499)
Proceeds from sale of oil and gas properties 33,480,000 --
------------- -------------
Net cash used in investing activities (290,895,838) (211,380,650)
------------- -------------

Financing activities:
Sale of stock 1,439,472 62,348,705
Borrowings on notes payable 479,160,000 231,620,000
Payments of notes payable (299,382,154) (117,747,726)
Deferred financing costs 143,719 (5,163,369)
------------- -------------
Net cash provided by financing activities 181,361,037 171,057,610
------------- -------------
Increase in cash and cash equivalents 1,294,459 18,770,656
Cash and cash equivalents, beginning of the period 5,758,978 212,238
------------- -------------
Cash and cash equivalents, end of the period $ 7,053,437 $ 18,982,894
============= =============

Interest paid during the period $ 35,402,120 $ 12,056,670
============= =============
</TABLE>

The accompanying notes to financial statements are an integral
part of these statements.

4
<PAGE> 5
OCEAN ENERGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. GENERAL INFORMATION

The consolidated financial statements included herein have been prepared by
Ocean Energy, Inc. (the "Company") without audit and include all
adjustments (of a normal and recurring nature) which are, in the opinion of
management, necessary for the fair presentation of interim results which
are not necessarily indicative of results for the entire year. Certain
reclassifications have been made to conform financial statement
presentation between periods. The financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's latest annual report.

2. EARNINGS PER SHARE

Earnings per share applicable to common stock are based on the weighted
average number of shares of common stock outstanding for the periods,
including common equivalent shares which reflect the effect of stock
options, to the extent that they are dilutive, granted to certain employees
and outside directors on various dates through September 30, 1997. As of
September 30, 1997 and 1996, the Company had 2,510,015 and 1,972,902 stock
options outstanding, respectively. The table below reflects the weighted
average common, primary and fully diluted shares outstanding for the 1997
and 1996 periods.

<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding 19,670,610 18,270,707 19,701,901 19,556,911
Primary common equivalent shares 1,283,774 902,194 1,370,162 1,149,147
---------- ---------- ---------- ----------
Weighted average common and primary
common equivalent shares outstanding 20,954,384 19,172,901 21,072,063 20,706,058
Additional fully diluted shares 252,145 241,272 256,853 62,828
---------- ---------- ---------- ----------
Weighted average common and fully diluted
common equivalent shares outstanding 21,206,529 19,414,173 21,328,916 20,768,886
========== ========== ========== ==========
</TABLE>

In February, 1997, the Financial Accounting Standards Board ("FASB") issued
Statement No. 128 ("SFAS 128"), "Earnings Per Share", which simplifies the
computation of earnings per share ("EPS"). SFAS 128 is effective for
financial statements issued for periods ending after December 15, 1997, and
requires restatement for all prior period EPS data presented. Pro forma EPS
and EPS assuming dilution calculated in accordance with SFAS 128 after the
extraordinary charge was $(0.54) per share and $(0.51) per share,
respectively, for the three months ended September 30, 1997, and $0.27 per
share and $0.26 per share, respectively, for the three months ended
September 30, 1996. Pro forma EPS and EPS assuming dilution calculated in
accordance with SFAS 128 after the extraordinary charge was $0.28 per share
and $0.26 per share, respectively, for the nine months ended September 30,
1997, and $0.42 per share and $0.40 per share, respectively, for the nine
months ended September 30, 1996.

3. HEDGING ACTIVITIES

The Company engages in futures contracts with a portion of its production
through master swap agreements ("Swap Agreements"). The Company considers
these futures contracts to be hedging activities and, as such, monthly
settlements on these contracts are reflected in oil and gas sales. In order
to consider these futures contracts as hedges, (i) the Company must
designate the futures contract as a hedge of future production and (ii) the
contract must reduce the Company's exposure to the risk of changes in
prices. Changes in the market value of futures contracts treated as hedges
are not recognized in income until the hedged item is also recognized in
income. If the above criteria are not met, the Company will record the
market value of the contract at the end of each month and recognize a
related gain or loss. Proceeds received or paid relating to terminated
contracts or contracts that have been sold are amortized over the original
contract period and reflected in oil and gas sales.

5
<PAGE> 6
OCEAN ENERGY, INC.

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

The Swap Agreements provide for separate contracts tied to the NYMEX light
sweet crude oil and natural gas futures contracts. The Company has
contracts which contain specific contracted prices ("Swaps") that are
settled monthly based on the differences between the contract prices and
the average NYMEX prices for each month applied to the related contract
volumes. To the extent the average NYMEX price exceeds the contract price,
the Company pays the spread, and to the extent the contract price exceeds
the average NYMEX price the Company receives the spread. Under the terms of
the Swap Agreements, each counterparty has extended the Company a $5
million line of credit in conjunction with it hedging activities. As of
November 3, 1997, the Company's exposure under all contracts covered by the
Swap Agreements was approximately $4.0 million.

As of September 30, 1997, the Company's open forward position on its
outstanding crude oil Swaps was as follows:

<TABLE>
<CAPTION>
AVERAGE
YEAR MBBLS PRICE
---- ----- -------
<S> <C> <C>
1997 975 $19.93
1998 4,800 $19.80
1999 300 $18.55
2000 300 $18.55
----- ------
Total 6,375 $19.70
===== ======
</TABLE>

The Company currently has no outstanding natural gas Swaps.

On March 7, 1997, the Company entered into a basis swap for 9,000 barrels
of oil per month for the period April 1997, through July 1997, with a fixed
price of $(0.11) per barrel basis differential between the monthly calendar
average of Platt's Louisiana Light Sweet and Platt's West Texas
Intermediate crude oil prices.

In addition, on April 7, 1997, the Company entered into a field diesel swap
for 150,000 gallons per month for the month of April 1997, and August 1997
through March 1998, relating to expected future diesel needs. This swap
obligates the Company to make or receive payments on the last day of each
respective calendar month based on the difference between $0.5425 per
gallon and the average of the daily settlement price per gallon for the
respective calendar month Platt's Gulf Coast Pipeline mean high sulfur 2
oil contract.

4. INVESTMENT IN OIL AND GAS PROPERTIES

On January 3, 1997, the Company completed the sale of its interest in the
South Marsh Island 269 field, located in federal waters offshore Louisiana.
The Company realized proceeds of $37.2 million from the sale. The Company
owned a non-operated working interest of approximately 20% in three blocks
in the field. No gain or loss was recognized on the sale.

On March 7, 1997, the Company completed an acquisition of certain interests
in various state leases in the Main Pass Block 69 field, offshore
Plaquemines Parish, Louisiana for a net purchase price of $55.9 million
(the "Main Pass Acquisition"). The acquisition included interests in 27
producing wells located on 5,898 gross acres situated contiguous to the
Company's pre-existing Main Pass 69 holdings. Following the acquisition,
the Company owns a 100% working interest in the 27 wells.

6
<PAGE> 7
OCEAN ENERGY, INC.

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

On October 15, 1997, the Company also entered into an exploratory Joint
Venture Agreement with SOI which establishes an Area of Mutual Interest
("AMI") covering approximately 240 square miles located in coastal and
offshore areas of Plaquemines Parish, Louisiana. Under the terms of the oil
and gas exploration agreement, the Company and SOI have agreed to
contribute existing leasehold, project inventory and proprietary 3-D
seismic data within the AMI. The Company expects the venture to spud the
initial exploratory well in 1998.

5. RECENT OFFERINGS

On July 2, 1997, the Company completed an offering of $200 million of 8
7/8% Senior Subordinated Notes due 2007 (the "8 7/8% Notes") at a discount
for proceeds of approximately $199.7 million (before offering costs).
Interest will be payable semi-annually on January 15 and July 15 of each
year commencing January 15, 1998. Proceeds to the Company were
approximately $195.2 million, which were used primarily to finance the
purchase of the 13 1/2% Notes (See Note 6) and to repay outstanding
indebtedness under the Company's $250 million amended and restated senior
revolving bank credit facility dated October 15, 1997 (the "Revolving
Credit Facility"). The remainder of the proceeds were used for general
corporate and working capital purposes. On August 1, 1997, the Company
filed a registration statement to register notes with the Securities and
Exchange Commission which were identical to the Notes issued on July 2,
1997, in order to exchange these Notes for registered notes. Such exchange
offer was completed on October 2, 1997.

On October 16, 1997, the Company filed a Registration Statement on Form S-3
related to the underwritten public offering by the Company of 3,500,000
shares of common stock. If the Company sells all of such shares, net
proceeds to the Company are estimated to be as much as approximately $215
million, a portion of which will be used to repay outstanding indebtedness
under its Revolving Credit Facility. As of November 3, 1997, the
outstanding balance on the Revolving Credit Facility was $180.0 million. Of
this amount, approximately $60.8 million was incurred to finance the
acquisition of the South Pass Properties, with the remainder incurred
during 1997 to date in connection with the Company's exploration,
development and production activities and for general corporate purposes.
The remaining net proceeds, if any, will be used for exploration and
exploitation drilling activities and for possible future acquisitions, as
well as for other general corporate purposes.

6. REPURCHASE OF 13 1/2% NOTES

On July 22, 1997, the Company amended the Indenture governing its 13 1/2%
Senior Notes due 2004 (the "13 1/2% Notes"), removing the principal
restrictive covenants and repurchased approximately $124.8 million of the
$125 million in original principal amount of the 13 1/2% Notes for
approximately $151.5 million. This purchase resulted in an extraordinary
charge of $19.3 million, net of taxes of $11.6 million. The extraordinary
charge represented the difference between the purchase price and related
expenses and the net carrying value of the 13 1/2% Notes.

7. NEW ACCOUNTING STANDARDS

In June 1997, the FASB issued Statement No. 130 ("SFAS 130"), "Reporting
Comprehensive Income", and Statement No. 131 ("SFAS 131"), "Disclosures
About Segments of an Enterprise and Related Information". SFAS 130
establishes standards for reporting and display of comprehensive income in
the financial statements. Comprehensive income is the total of net income
and all other non-owner changes in equity. SFAS 131 requires that companies
disclose segment data based on how management makes decisions about
allocating resources to segments and measuring their performance. SFAS 130
and 131 are effective for 1998. Adoption of these standards is not expected
to have an effect on the Company's financial statements, financial position
or results of operations.

7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 1996 AND 1997

The following table reflects certain information with respect to the Company's
oil and gas operations.

THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------- --------------------
1996 1997 1996 1997
---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)

<S> <C> <C> <C> <C>
SALES VOLUMES
Oil (MBbls) 1,909 2,589 4,917 6,939
Gas (MMcf) 4,657 11,172 11,672 27,689
Oil and Gas (MBOE) 2,685 4,451 6,863 11,554

REVENUES (1)
Total Oil Revenues $40,580 $47,389 $100,141 $135,308
Total Gas Revenues 10,918 26,865 30,950 69,397

AVERAGE SALES PRICES (1)
Oil (per Bbl) $21.26 $18.31 $20.37 $19.50
Gas (per Mcf) 2.34 2.40 2.65 2.51
Per BOE 19.18 16.68 19.10 17.72

Severance Taxes $3,189 $2,682 $ 8,710 $8,061
Lease Operating Expenses 8,409 13,264 24,931 40,477
Lease Operating Expenses per BOE $3.13 $2.98 $3.63 $3.50

</TABLE>
- ----------------
(1)Excludes the results of hedging activities which increased (decreased)
revenue recognized in the three and nine months ended September 30, 1996, by
$(4.2) million and $(14.7) million, respectively, and increased (decreased)
revenue recognized in the three and nine months ended September 30, 1997, by
$0.2 million and $(0.1) million, respectively. Including the effect of
hedging activities, the Company's average oil price per Bbl received was
$19.31 and $18.46 in the three and nine months ended September 30, 1996,
respectively, and $18.39 and $19.48 in the three and nine months ended
September 30, 1997, respectively. The average gas price per Mcf received was
$2.24 and $2.20 in the three and nine months ended September 30, 1996,
respectively. No gas volumes were hedged for the three and nine months ended
September 30, 1997. Also excluded is income relating to plant processing of
$0.3 million and $0.2 million for the three and nine months ended September
30, 1996, respectively. Losses relating to plant processing were $0.1 million
and $0.2 million for the three and nine months ended September 30, 1997.

REVENUES. The following table reflects an analysis of differences in the
Company's oil and gas revenues (expressed in thousands of dollars) between the
three and nine months ending September 30, 1997 and the comparable periods in
1996:

<TABLE>
<CAPTION>
THIRD QUARTER 1997 NINE MONTHS 1997
COMPARED TO COMPARED TO
THIRD QUARTER 1996 NINE MONTHS 1996
------------------ ----------------

<S> <C> <C>
Increase (decrease) in oil and gas revenues resulting
from differences in:
Crude oil and condensate-
Price $ (7,648) $ (6,012)
Production 14,457 41,179
-------- --------
6,809 35,167
Natural gas-
Price 672 (4,022)
Production 15,275 42,469
-------- --------
15,947 38,447
-------- --------
Plant processing and hedging, net 3,983 14,111
-------- --------
Increase in oil and gas revenues $ 26,739 $ 87,725
======== ========
</TABLE>

8
<PAGE> 9
The Company's total revenues increased approximately $26.7 million, or 56%, to
$74.3 million for the three months ended September 30, 1997, from $47.6 million
for the comparable period in 1996. Production levels for the three months ended
September 30, 1997, increased 66% to 4,451 MBOE from 2,685 MBOE for the
comparable period in 1996. The Company's average sales prices (excluding hedging
activities) for oil and natural gas for the three months ended September 30,
1997 were $18.31 per Bbl and $2.40 per Mcf versus $21.26 per Bbl and $2.34 per
Mcf in the prior period. The increase in revenues was primarily due to the
aforementioned production increases, partially offset by the decreased oil and
gas prices. For the nine months ended September 30, 1997, the Company's total
revenues increased approximately $87.7 million, or 75%, to $204.4 million, from
$116.7 million for the comparable period of 1996. Production levels for the nine
months ended September 30, 1997, increased 68%, to 11,554 MBOE from 6,863 MBOE
for the comparable period in 1996. The Company's average sales prices (excluding
hedging activities) for oil and natural gas for the nine months ended September
30, 1997, were $19.50 per Bbl and $2.51 per Mcf versus $20.37 per Bbl and $2.65
per Mcf in the 1996 period. The increase in revenues was primarily due to the
aforementioned production increases, partially offset by the decreased oil and
gas prices. The increases for the three and nine months ended September 30,
1997, included additional production of 1,503 MBOE and 3,401 MBOE and related
revenues of $25.1 million and $58.8 million associated with the acquisition of
certain interests in certain oil and gas producing fields and related production
facilities primarily situated in the shallow federal waters of the central Gulf
of Mexico, offshore Louisiana (the "Central Gulf Properties") on September 26,
1996.

For the three and nine months ended September 30, 1997, the Company's total
revenues were further affected by increases of $4.4 million and $14.5 million
over the comparable prior year periods, respectively, relating to hedging
activities. In order to manage its exposure to price risks in the sale of its
crude oil and natural gas, the Company from time to time enters into price
hedging arrangements. See "--Other Matters - Energy Swap Agreements." The
Company's average sales prices (including hedging activities) for oil for the
three and nine months ended September 30, 1997, were $18.39 per Bbl and $19.48
per Bbl versus $19.31 per Bbl and $18.46 per Bbl in the prior year periods. The
average sales price (including hedging activities) for gas for the three and
nine months ended September 30, 1996, was $2.24 per Mcf and $2.20 per Mcf. No
gas volumes were hedged in the three or the nine months ended September 30,
1997.

LEASE OPERATING EXPENSES. On a BOE basis, lease operating expenses decreased to
$2.98 per BOE for the three months ended September 30, 1997, from $3.13 per BOE
in the comparable 1996 period. Lease operating expenses decreased to $3.50 per
BOE for the nine months ended September 30, 1997, from $3.63 per BOE in the
comparable 1996 period. For the three months ended September 30, 1997, lease
operating expenses were $13.3 million as compared to $8.4 million in the 1996
period. For the nine months ended September 30, 1997, lease operating expenses
were $40.5 million, as compared to $24.9 million in the 1996 period. The
increases of $4.9 million and $15.6 million in the three and nine month periods
partially result from fluctuations in operating expenses associated with
increased production and increases of approximately $3.5 million and $10.4
million in the three and nine months ended September 30, 1997, respectively,
relating to lease operating expenses associated with the acquired Central Gulf
Properties. Workover expenses decreased by $0.5 million in the three months
ended September 30, 1997, and increased by $1.1 million in the nine months ended
September 30, 1997, from the comparable 1996 periods.

SEVERANCE TAXES. The effective severance tax rate as a percentage of oil and gas
revenues (excluding the effect of hedging activities) decreased to 3.6% and 3.9%
for the three and nine months ended September 30, 1997, respectively, from 6.2%
and 6.6% in the three and nine months ended September 30, 1996, respectively.
These decreases were primarily due to increased production from new wells on
federal leases, including wells located on the Central Gulf Properties, and from
state leases which were exempt from state severance tax under Louisiana's
severance tax abatement program.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses per BOE
decreased to $1.06 per BOE and $1.15 per BOE for the three and nine months ended
September 30, 1997, respectively, from $1.46 per BOE and $1.45 per BOE in the
comparable 1996 periods. For the three and nine months ended September 30, 1997,
general and administrative expenses were $4.7 million and $13.3 million, as
compared to $3.9 million and $9.9 million in the comparable 1996 periods. The
increases in both of these periods are primarily due to costs associated with
increased corporate staffing associated with both an increase in drilling
activities and the Company's acquisition of the Central Gulf Properties, an
increase in franchise taxes due to the issuance of $160 million of 9 3/4% Senior
Subordinated Notes due 2006 (the "9 3/4% Notes") on September 26, 1996, an
increase in advertising as a result of the Company's name

<PAGE> 10

change on June 17, 1997 and an increase in accrued bonuses in the 1997 periods.
These increases were partially offset in the 1997 periods by an increase in the
capitalization of a portion of the salaries paid to employees directly engaged
in the acquisition, exploration and development of oil and gas properties.

DEPRECIATION, DEPLETION, AND AMORTIZATION EXPENSE. For the three and nine months
ended September 30, 1997, depreciation, depletion and amortization ("DD&A")
expense was $32.3 million and $83.9 million, as compared to $19.5 million and
$48.5 million in the comparable 1996 periods. On a BOE basis, DD&A for the three
and nine months ended September 30, 1997, was $7.27 per BOE and $7.26 per BOE,
respectively, as compared to $7.26 per BOE and $7.06 per BOE for the three and
nine months ended September 30, 1996, respectively. These variances can
primarily be attributed to (i) the Company's increased production and related
current and future capital costs from the 1996 and 1997 drilling programs and
(ii) the Company's purchase of the Central Gulf Properties, partially offset by
the increase in proved reserves resulting from such drilling programs and
acquisitions.

INTEREST EXPENSE. For the three and nine months ended September 30, 1997,
interest expense increased to $7.9 million and $21.2 million, respectively, from
interest expense of $3.8 and $12.0 million in the comparable 1996 periods. These
increases were primarily due to the increased interest expense of approximately
$3.9 million and $11.7 million in the three and nine months ended September 30,
1997, respectively, relating to the 9 3/4% Notes and interest expense of $4.4
million in the three months ended September 30, 1997, relating to the Company's
8 7/8% Senior Subordinated Notes due 2007 (the "8 7/8% Notes") issued on July 2,
1997. In addition, interest expense increased in both periods due to a higher
average outstanding balance on the Company's $250 million senior revolving bank
credit facility (the "Revolving Credit Facility"). These increases were
partially offset by a decrease in interest expense of $3.2 million in the three
months ended September 30, 1997, which is the result of the repurchase of $124.8
million of the $125 million in original principal amount of the 13 1/2% Notes by
the Company on July 22, 1997, and increases in the amount of interest
capitalized in the 1997 periods, which is the result of increases in the
Company's unevaluated assets, including additional seismic data and acreage.

INCOME TAX EXPENSE. For the three and nine months ended September 30, 1997, the
Company recorded income tax expense of $5.2 million and $13.7 million,
respectively, as compared to $3.5 million and $5.1 million in the comparable
1996 periods. Income tax expense for the nine months ended September 30, 1997,
was reduced by $0.7 million due to a change in the Company's estimated deferred
tax liability.

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT. On July 22, 1997, the
Company repurchased approximately $124.8 million of the $125 million in original
principal amount of the 13 1/2% Notes for approximately $153.4 million. This
repurchase resulted in an after tax extraordinary charge of $19.3 million,
representing the difference between the purchase price and the net carrying
value of the 13 1/2% Notes.

NET INCOME. Due to the factors described above, net income before an
extraordinary charge increased to $8.6 million and $24.8 million for the three
and nine months ended September 30, 1997, respectively, from $5.4 million and
$7.7 million for the comparable periods in 1996. Including the effect of the
extraordinary charge, the Company recorded a net loss of $10.7 million and net
income of $5.5 million for the three and nine months ended September 30, 1997,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

The following summary table reflects comparative cash flows for the Company for
the nine months ended September 30, 1996 and 1997:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------
1996 1997
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Net cash provided by operating activities $ 59,094 $ 110,829
Net cash used in investing activities (211,381) (290,896)
Net cash provided by financing activities 171,058 181,361
</TABLE>

For the nine months ended September 30, 1997, net cash provided by operating
activities increased by $51.7 million. This increase relates primarily to
increased revenues, partially offset by increases in lease operating expenses,
general and administrative expenses, interest expense and the extraordinary loss
related to the repurchase of a portion of the

10
<PAGE> 11

13 1/2% Notes. In addition, timing differences on certain receivable and payable
balances affect cash provided by operating activities at any period end.

Cash used in investing activities during the nine months ended September 30,
1997, increased to $290.9 million as compared to $211.4 million in the
comparable 1996 period. The increase in the 1997 period is primarily a result of
the Company's acquisition of certain interests in various state leases in the
Main Pass Block 69 field on March 7, 1997, for a net purchase price of
approximately $55.9 million (the "Main Pass Acquisition"), as well as increased
drilling activity and increased seismic and leasehold purchases in the 1997
period, partially offset by the sale of the Company's interest in the South
Marsh Island 269 field which generated cash of $33.5 million in the 1997 period
and the Company's $117.1 million acquisition of the Central Gulf Properties in
the 1996 period.

Financing activities during the nine months ended September 30, 1997, generated
cash of $181.4 million, as compared to $171.1 million in the comparable 1996
period. The increase in cash during the 1997 period was primarily a result of a
$105 million increase in net borrowings on the Company's Revolving Credit
Facility and the issuance of the 8 7/8% Notes, which generated cash of $199.7
million. This increase in cash was offset by the repurchase of $124.8 million of
the 13 1/2% Senior Notes in the third quarter of 1997. The cash generated in the
comparable 1996 period was the result of (i) the issuance of 4.5 million shares
of common stock at $14.75 per share on March 19, 1996, which yielded net
proceeds to the Company of approximately $62.2 million and (ii) the issuance of
the 9 3/4% Notes on September 26, 1996, which yielded net proceeds to the
Company of approximately $154 million, partially offset by the (x) net payment
of $32.2 million on the Company's Revolving Credit Facility and (y) the
repayment a $13.0 million note to Shell Offshore, Inc. in the 1996 period.

On October 16, 1997, the Company filed a Registration Statement on Form S-3
related to the underwritten public offering by the Company of 3,500,000 shares
of common stock. If the Company sells all of such shares, net proceeds to the
Company are estimated to be as much as approximately $215 million, of which up
to approximately $180 million will be used to repay outstanding indebtedness
under its Revolving Credit Facility. Of this amount, approximately $61 million
was incurred to finance the acquisition of the South Pass Properties, with the
remainder incurred during 1997 to date in connection with the Company's
exploration, development and production activities and for general corporate
purposes. The remaining net proceeds, if any, will be used for exploration and
exploitation drilling activities and for possible future acquisitions, as well
as for other general corporate purposes.

CAPITAL REQUIREMENTS. The Company's expenditures for property acquisition,
exploration and development for the nine months ended September 30, 1996 and
1997, were as follows:

<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1996 1997
---------- ----------
(IN THOUSANDS)
<S> <C> <C>
Property acquisition costs of evaluated properties $ 78,372 $ 50,657
Property acquisition costs of unevaluated properties 48,892 42,094
Exploration costs (drilling and completion) 17,796 66,540
Development costs (drilling and completion) 60,807 99,322
Abandonment costs 225 230
Geological and geophysical costs 10,559 27,804
Capitalized interest and general and administrative costs 4,670 12,401
Other capital costs 16,503 41,702
--------- ---------
$ 237,824 $ 340,750
========= =========
</TABLE>

A primary component of the Company's strategy is to continue its exploration and
development activities. The Company intends to finance capital expenditures
related to this strategy primarily with funds provided by operations and
borrowings under the Revolving Credit Facility. During the nine months ended
September 30, 1997, the Company spent $165.9 million on exploration and
development drilling and $27.8 million on 3-D seismic surveys and other
geological and geophysical costs. Included in property acquisition costs in the
nine months ended September 30, 1997, is the $55.9 million net purchase price of
the Main Pass Acquisition. Of the total net purchase price for the Main Pass
Acquisition, approximately $50.5 million was allocated to evaluated properties
and $5.4 million was allocated to unevaluated properties. Included in other
capital costs for the nine months ended September 30, 1997, is $38.6 million,
which relates primarily to capital costs incurred to install and upgrade
production facilities and flowlines. The Company is also a party to two escrow
agreements which provide for the

11
<PAGE> 12
future plugging and abandonment costs associated with oil and gas properties.
The first agreement, related to its East Bay properties, requires monthly
deposits of $100,000 through June 30, 1998, and $350,000 thereafter until the
balance in the escrow account equals $40 million, unless the Company commits to
the plug and abandonment of a certain number of wells in which case the increase
will be deferred. The second agreement, related to its Main Pass 69 properties,
required an initial deposit of $250,000 and monthly deposits thereafter of
$50,000 until the balance in the escrow account equals $7,500,000. As of
September 30, 1997, the escrow balances totaled approximately $8.0 million.

On October 15, 1997, the Company acquired certain oil and gas interests in
various federal leases in the South Pass 61 and 65 fields (the "South Pass
Properties") from Shell Offshore, Inc. ("SOI") and its affiliate for a gross
purchase price of $60.8 million. The Company has acquired a 50% working interest
in the fields and has become operator of the properties. The acquisition
includes interests in 95 producing wells located on approximately 26,250 gross
acres. Current estimated production from the newly acquired interests is
approximately 3,500 barrels of oil equivalent per day net to the Company. Also
on October 15, 1997, the Company entered into an exploratory Joint Venture
Agreement with SOI which establishes an Area of Mutual Interest ("AMI") covering
approximately 240 square miles located in coastal and offshore areas of
Plaquemines Parish, Louisiana. Under the terms of the oil and gas exploration
agreement, the Company and SOI have agreed to contribute existing leasehold,
project inventory and proprietary 3-D seismic data within the AMI. The Company
expects the venture to spud the initial exploratory well in 1998.

In addition to developing its existing reserves, the Company will continue to
attempt to increase its reserve base, production and operating cash flow by
engaging in strategic acquisitions of oil and gas properties. In order to
finance any such possible future acquisitions, the Company may seek to obtain
additional debt or equity financing. The availability and attractiveness of
these sources of financing will depend upon a number of factors, including the
financial condition and performance of the Company, as well as prevailing
interest rates, oil and gas prices and other market conditions. There can be no
assurance that the Company will acquire any additional producing properties. In
addition, the ability of the Company to incur additional indebtedness and grant
security interests with respect thereto will be subject to the terms of the
Indentures (as defined below).

The Company plans to spend approximately $281.0 million for 1997 drilling
activities and an additional $62.3 million for other direct capital expenditures
including lease acquisitions and seismic purchases. In addition, on March 7,
1997, the Company completed the Main Pass Acquisition for a net purchase price
of $55.9 million, and on October 15, 1997 acquired from Shell Offshore, Inc. a
50% working interest in various producing federal leases and related processing
facilities in South Pass 61 and 65 fields for a gross purchase price of
approximately $60.8 million. The Company plans to spend approximately $325.0
million for capital expenditures in 1998. The Company's other primary capital
requirements for the remainder of 1997 and early 1998 will be for the payment of
interest of approximately of $7.8 million on its 9 3/4% Notes, interest of
approximately $8.9 million on its 8 7/8% Notes and interest on any borrowings
the Company may incur under the Revolving Credit Facility. The Company expects
to fund its current debt service obligations with operating cash flow.

LIQUIDITY. The ability of the Company to satisfy its obligations and fund
planned capital expenditures will be dependent upon its future performance,
which will be subject to prevailing economic conditions, including oil and gas
prices, and to financial and business conditions and other factors, many of
which are beyond its control, supplemented with existing cash balances and if
necessary, borrowings under the Revolving Credit Facility. The Company expects
that its cash flow from operations, existing cash balances and availability
under the Revolving Credit Facility will be adequate to execute the remainder of
its 1997 and 1998 business plan. However, no assurance can be given that the
Company will not experience liquidity problems from time to time in the future
or on a long-term basis. If the Company's cash flow from operations, existing
cash balances and availability under the Revolving Credit Facility are not
sufficient to satisfy its cash requirements, there can be no assurance that
additional debt or equity financing will be available to meet its requirements.

The Revolving Credit Facility currently has a borrowing base of $200 million.
The lenders may redetermine the borrowing base at their option once within any
12-month period as well as on scheduled redetermination dates as outlined in the
Revolving Credit Facility. The Revolving Credit Facility terminates on October
31, 2000, unless the Company requests and is granted a one-year deferral of such
termination.

Under the terms of the Revolving Credit Facility, the Company is required to
comply with certain financial tests, which may reduce the $200.0 million
borrowing base. Currently, the Company does not believe that these financial
tests will

12
<PAGE> 13

reduce the borrowing base. As of November 3, 1997, the Company's outstanding
balance on its Revolving Credit Facility was $182.0 million, including letters
of credit of $2.0 million primarily associated with bonding for future
abandonment obligations. The Company had remaining availability of $18.0 million
under the Revolving Credit Facility as of November 3, 1997.

EFFECTS OF LEVERAGE. The Company is highly leveraged with outstanding long-term
debt of approximately $464.1 million as of September 30, 1997. The Company's
level of indebtedness has several important effects on its future operations,
including (i) a substantial portion of the Company's cash flow from operations
must be dedicated to the payment of interest on its indebtedness and will not be
available for other purposes, (ii) the covenants contained in the Indentures
require the Company to meet certain financial tests, and other restrictions
which may limit its ability to borrow additional funds or to dispose of assets
and may affect the Company's flexibility in planning for, and reacting to,
changes in its business, including possible acquisition activities and (iii) the
Company's ability to obtain additional financing in the future for working
capital, expenditures, acquisitions, general corporate purposes or other
purposes may be impaired.

The Company is required to make semi-annual interest payments of $7.8 million on
its 9 3/4% Notes each April 1 and October 1 through the year 2006 and
semi-annual interest payments of approximately $8.9 million on its 8 7/8% Notes
each January 15 and July 15 through the year 2007, commencing January 15, 1998.
In addition, the Company is required to make quarterly interest payments on the
Revolving Credit Facility based on outstanding borrowings for the quarterly
period. The Company may also, at its discretion, make principal payments on the
Revolving Credit Facility.

Pursuant to the indenture governing the 9 3/4% Notes (together with the
indenture governing the 8 7/8% Notes, the "Indentures"), the Company may not
incur any Indebtedness other than Permitted Indebtedness (as defined in the
Indentures) unless the Company's Consolidated Fixed Charge Coverage Ratio (as
defined in the Indentures) for the four full fiscal quarters preceding the
proposed new Indebtedness is greater than 2.5 to 1.0 after giving pro forma
effect to the proposed new Indebtedness, the application of the proceeds of
such Indebtedness and other significant transactions during the period.

In accordance with the terms of the Indentures, if the Company disposes of oil
and gas assets, it must apply such proceeds to permanently pay down certain
indebtedness or within a specified time from the date of the asset sale,
purchase additional oil and gas assets. If proceeds not applied as indicated
above exceed $15 million ($20 million with respect to the 8 7/8% Notes), the
Company shall be required to offer to purchase outstanding 9 3/4% Notes and 8
7/8% Notes or other pari passu indebtedness in an amount equal to the unapplied
proceeds. A similar provision exists with respect to the 13 1/2% Notes, of which
only $245,000 in principal amount currently remains outstanding.

The Company believes it is currently in compliance with all covenants contained
in the Indentures and has been in compliance since the issuance of the 13 1/2%
Notes, the 9 3/4% Notes and the 8 7/8% Notes.

The Company's ability to meet its debt service obligations and to reduce its
total indebtedness will be dependent upon the Company's future performance,
which will be subject to oil and gas prices, general economic conditions and to
financial, business and other factors affecting the operations of the Company,
many of which are beyond its control. There can be no assurance that the
Company's future performance will not be adversely affected by such economic
conditions and financial, business and other factors.

OTHER MATTERS

ENERGY SWAP AGREEMENTS. The Company engages in futures contracts with certain of
its production through master swap agreements ("Swap Agreements"). The Company
considers these futures contracts to be hedging activities and, as such, monthly
settlements on these contracts are reflected in oil and gas sales. In order to
consider these futures contracts as hedges, (i) the Company must designate the
futures contract as a hedge of future production and (ii) the contract must
reduce the Company's exposure to the risk of changes in prices. Changes in the
market value of futures contracts treated as hedges are not recognized in income
until the hedged item is also recognized in income. If the above criteria are
not met, the Company will record the market value of the contract at the end of
each month and recognize a related gain or loss. Proceeds received or paid
relating to terminated contracts or contracts that have been sold are amortized
over the original contract period and reflected in oil and gas sales.

13
<PAGE> 14

The Swap Agreements provide for separate contracts tied to the NYMEX light sweet
crude oil and natural gas futures contracts. The Company has contracts which
contain specific contracted prices ("Swaps") that are settled monthly based on
the differences between the contract prices and the average NYMEX prices for
each month applied to the related contract volumes. To the extent the average
NYMEX price exceeds the contract price, the Company pays the spread, and to the
extent the contract price exceeds the average NYMEX price the Company receives
the spread. Under the terms of the Swap Agreements, each counterparty has
extended the Company a $5 million line of credit for use in conjunction with its
hedging activities. As of November 3, 1997, the Company's exposure under all
contracts covered by the Swap Agreements was approximately $4.0 million.

As of September 30, 1997, the Company's open forward position on its outstanding
crude oil Swaps was as follows:

<TABLE>
<CAPTION>
AVERAGE
YEAR MBBLS PRICE
---- ----- -------

The Company currently has no outstanding natural gas Swaps.

On March 7, 1997, the Company entered into a basis swap for 9,000 barrels of oil
per month for the period April 1997, through July 1997, with a fixed price of
$(0.11) per barrel basis differential between the monthly calendar average of
Platt's Louisiana Light Sweet and Platt's West Texas Intermediate crude oil
prices.

In addition, on April 7, 1997, the Company entered into a field diesel swap for
150,000 gallons per month for the month of April 1997, and August 1997 through
March 1998, relating to expected future diesel needs. This swap obligates the
Company to make or receive payments on the last day of each respective calendar
month based on the difference between a specified price of $0.5425 per gallon
and the average of the daily settlement price per gallon for the respective
calendar month Platt's Gulf Coast Pipeline mean high sulfur 2 oil contract.

As a result of hedging activity under the Swap Agreements, on a BOE basis, the
Company estimates that approximately 20% of its estimated remaining 1997
production that is classified as proved reserves as of September 30, 1997, will
not be subject to price fluctuation for 1997.

Currently, it is the Company's intention to commit no more than 50% of its total
annual production on a BOE basis to such arrangements. Moreover, under the
Revolving Credit Facility, the Company is prohibited from committing more than
80% of its production estimates for the next 24 months to such arrangements at
any point in time. As the current swap agreements expire, the portion of the
Company's oil and natural gas production that is subject to price fluctuations
will increase significantly, unless the Company enters into additional hedging
transactions.

Despite the measures taken by the Company to attempt to control price risk, the
Company remains subject to price fluctuations for natural gas and oil sold in
the spot market. Prices received for natural gas sold on the spot market are
volatile due primarily to seasonality of demand and other factors beyond the
Company's control. Domestic oil prices generally follow worldwide oil prices,
which are subject to price fluctuations resulting from changes in world supply
and demand. While the price the Company receives for its oil and natural gas
production has significant financial impact on the Company, no prediction can be
made as to what price the Company will receive for its oil and natural gas
production in the future.

GAS BALANCING. It is customary in the industry for various working interest
partners to produce more or less than their entitlement share of natural gas
from time to time. The Company's net overproduced position on its properties
decreased from 2,059,954 Mcf at December 31, 1996, to 658,728 Mcf at September
30, 1997. This decrease is primarily the result of the Company's Main Pass
Acquisition. During the make-up period for the remaining imbalance, the
Company's gas revenues will be adversely affected. The Company recognizes
revenue and imbalance obligations under the sales method of accounting.

14
<PAGE> 15
CERTAIN STATEMENTS IN THIS FORM 10-Q REGARDING FUTURE EXPECTATIONS AND PLANS FOR
OIL AND GAS EXPLORATION, DEVELOPMENT, PRODUCTION AND ACQUISITIONS MAY BE
REGARDED AS "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES
LITIGATION REFORM ACT. THEY ARE SUBJECT TO VARIOUS RISKS, SUCH AS OPERATING
HAZARDS, DRILLING RISKS, AND THE INHERENT UNCERTAINTIES IN INTERPRETING
ENGINEERING DATA RELATING TO UNDERGROUND ACCUMULATIONS OF OIL AND GAS, AS WELL
AS OTHER RISKS DISCUSSED IN DETAIL IN THE COMPANY'S SEC FILINGS, INCLUDING THE
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996. ACTUAL RESULTS
MAY VARY MATERIALLY.

15
<PAGE> 16
OCEAN ENERGY, INC.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

[A] Exhibits

4.1 Second Supplemental Indenture, dated as of July 14, 1997,
among the Company, the Subsidiary Guarantors named therein,
and State Street Bank & Trust Company (formerly Fleet
National Bank), as Trustee.
10.1 Amended and Restated Credit Agreement among Ocean Energy
Louisiana and certain lenders in the amount of $200
million, dated October 15, 1997.
10.2 Second Amendment and Supplement to Mortgage, Assignment of
Production, Security Agreement and Financing Statement by
Ocean Energy Louisiana, dated October 15, 1997.
10.3 Amended and Restated Guaranty Agreement by the Company
in favor of certain lenders dated October 15, 1997.
10.4 1996 Long-Term Incentive Plan.
10.5 Form of Third Amendment to Employment Agreements among the
Company and its executive officers.
10.6 Indenture Assumption Agreement by Ocean Energy Louisiana
in favor of the Company (8 7/8% Senior Subordinated Notes).
27.1 Financial Data Schedule

[B] Reports on Form 8-K

None

16
<PAGE> 17

SIGNATURES

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

OCEAN ENERGY, INC.

<TABLE>

<S> <C> <C>
By: /s/ James C. Flores November 12, 1997
------------------------------------------------
James C. Flores
Chairman of the Board of Directors, President
and Chief Executive Officer

/s/ Robert L. Belk November 12, 1997
------------------------------------------------
Robert L. Belk
Executive Vice President, Chief Financial Officer,
Treasurer and Director (Principal Accounting Officer)
</TABLE>

<PAGE> 18

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------

<S> <C>
4.1 Second Supplemental Indenture, dated as of July 14, 1997,
among the Company, the Subsidiary Guarantors named therein,
and State Street Bank & Trust Company (formerly Fleet
National Bank), as Trustee.
10.1 Second Amended and Restated Credit Agreement among Ocean
Energy Louisiana and certain lenders in the amount of $200
million, dated October 15, 1997.
10.2 Second Amendment and Supplement to Mortgage, Assignment of
Production, Security Agreement and Financing Statement by
Ocean Energy Louisiana, dated October 15, 1997.
10.3 Second Amended and Restated Guaranty Agreement by the
Company in favor of certain lenders dated October 15, 1997.
10.4 1996 Long-Term Incentive Plan.
10.5 Form of Third Amendment to Employment Agreements among the
Company and each of its executive officers.
10.6 Assumption Agreement by Ocean Energy Louisiana in favor of
the Company (8 7/8% Senior Subordinated Notes).
27.1 Financial Data Schedule
</TABLE>

<PAGE> 1
EXHIBIT 4.1
- --------------------------------------------------------------------------------

OCEAN ENERGY, INC.,

Issuer,

OCEAN ENERGY, INC.,

Subsidiary Guarantor,

U.S. $125,000,000

13 1/2% SENIOR NOTES DUE 2004

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

Second Supplemental Indenture

Dated as of July 14, 1997

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

STATE STREET BANK AND TRUST COMPANY,

Trustee

- --------------------------------------------------------------------------------
Second Supplemental Indenture to Indenture, dated as of
December 1, 1994, as amended by the First Supplemental Indenture thereto, dated
as of September 19, 1996, between Flores & Rucks, Inc., as issuer, certain
subsidiary guarantors and Fleet National Bank, as trustee.

<PAGE> 2

SECOND SUPPLEMENTAL INDENTURE (the "Supplemental Indenture"), dated as
of July 14, 1997, by and between OCEAN ENERGY, INC., a Delaware corporation
(the "Company"), formerly Flores & Rucks, Inc., OCEAN ENERGY, INC., a Louisiana
corporation (the "Subsidiary Guarantor"), formerly Flores & Rucks, Inc. and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts bank and trust company,
successor in interest to Fleet National Bank, as Trustee, under the Indenture
hereinafter mentioned (in such capacity, the "Trustee").

WHEREAS, the Company and the Trustee have heretofore executed and
delivered to each other an Indenture, dated as of December 1, 1994, pursuant to
which the Company issued U.S. $125,000,000 principal amount of its 13 1/2%
Senior Notes due 2004 (the "Securities"), as amended by the First Supplemental
Indenture thereto, dated as of September 19, 1996 (as so amended, the
"Indenture"); and

WHEREAS, Section 9.2 of the Indenture provides, that with the consent
of the Holders of not less than a majority in principal amount of the
Outstanding Securities of the Company, when authorized by a Board Resolution,
the Subsidiary Guarantor, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the Holders under the Indenture (with certain exceptions
not relevant to this Supplemental Indenture); and

WHEREAS, the Company desires and has requested the Trustee to join
with it in entering into this Supplemental Indenture for the purpose of
amending the Indenture in certain respects as permitted by said Section 9.2;
and

WHEREAS, the Company has been soliciting consents to the substance of
this Supplemental Indenture upon the terms and subject to the conditions set
forth in its Offer to Purchase and Consent Solicitation Statement dated June
23, 1997 and the related Consent and Letter of Transmittal (which together
constitute the "Tender Offer"); and

WHEREAS, the Company has (1) filed with the Trustee consents to the
substance of this Supplemental Indenture executed and delivered by the Holders
of not less than a majority in aggregate principal amount of the Securities
then outstanding, (2) delivered to the Trustee an Opinion of Counsel relating
to this Second Supplemental Indenture as contemplated by Section 9.3 of the
Indenture and (3) satisfied all other conditions required under Article IX of
the Indenture to enable the Company and the Trustee to enter into this
Supplemental Indenture.

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that,
for and in consideration of the premises and the mutual covenants herein
contained and for other valuable consideration, each party hereto agrees for
the equal and ratable benefit of the Holders of the Securities:

-2-

<PAGE> 3

ARTICLE A

DEFINITIONS

SECTION A.1. The definitions set forth or incorporated by reference in
Article I of the Indenture shall be applicable to this Second Supplemental
Indenture, including the recitals hereto, as fully and to the same extent as if
set forth herein, except as otherwise expressly provided herein.

SECTION A.2. Article I of the Indenture is hereby amended to add the
following term and respective definition:

"Tender Offer" means the tender offer for Securities made by Ocean
Energy, Inc. pursuant to an Offer to Purchase and Consent Solicitation
Statement, dated June 23, 1997, as supplemented by the Supplement thereto,
dated July 7, 1997, and the related Consent and Letter of Transmittal.

SECTION A.3. Article I of the Indenture is hereby amended to delete
in their entirety all terms and their respective definitions for which all
references are eliminated in the Indenture as a result of the amendments set
forth in Article D.

ARTICLE B

EFFECTIVENESS

SECTION B.1. The provisions of this Second Supplemental Indenture
shall be and become operative upon the date that the Company accepts
Securities for purchase pursuant to the Tender Offer.

ARTICLE C

ENDORSEMENT AND CHANGE OF FORM OF SECURITIES

SECTION C.1. Any Securities authenticated and delivered after the
close of business on the date that this Second Supplemental Indenture becomes
effective in substitution for Securities then outstanding and all Securities
presented or delivered to the Trustee on and after that date for such purpose
shall be stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:

"Effective as of July 24, 1997, certain restrictive covenants of the
Company, certain Events of Default and certain remedies of Holders have been
eliminated or limited, as provided in the Second Supplemental Indenture, dated
as of July 24, 1997. Reference is hereby made to said Second Supplemental
Indenture, copies of which are on file with the Trustee, for a description of
the amendments made therein."

-3-

<PAGE> 4

ARTICLE D

AMENDMENTS

SECTION D.1. Article X of the Indenture is hereby amended as follows:

(a) Section 10.10 of the Indenture, captioned "Limitation on
Restricted Payments," is hereby deleted in its entirety.

(b) Section 10.11 of the Indenture, captioned "Limitation on
Sale-Leaseback Transactions," is hereby deleted in its entirety.

(d) Section 10.14 of the Indenture, captioned "Limitation on
Issuances and Sales of Capital Stock by Restricted Subsidiaries," is hereby
deleted in its entirety.

(e) Section 10.15 of the Indenture, captioned "Limitation on
Liens," is hereby deleted in its entirety.

(f) Section 10.18 of the Indenture, captioned "Limitation on
Transactions with Affiliates," is hereby deleted in its entirety.

(g) Section 10.19 of the Indenture, captioned "Limitation on
Dividends on Other Payment Restrictions Affecting Restricted Subsidiaries," is
hereby deleted in its entirety.

(h) Section 10.20 of the Indenture, captioned "Limitation on
Conduct of Business," is hereby deleted in its entirety.

SECTION D.2. Article V of the Indenture is hereby amended as follows:

(a) Section 5.1(e) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.

(b) Section 5.1(f) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.

(d) Section 5.1(i) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.

-4-

<PAGE> 5

SECTION D.3. Article VIII of the Indenture is hereby amended as
follows:

(a) Section 8.1(c) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.

(b) Section 8.1(d) is hereby deleted and the words
"[intentionally omitted]" are substituted in lieu thereof.

ARTICLE E

TRUSTEE DISCLAIMER

SECTION E.1. The Trustee has accepted the amendment of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but only upon the terms and conditions set
forth in the Indenture, including the terms and provisions defining and
limiting the liabilities and responsibilities of the Trustee, and without
limiting the generality of the foregoing, the Trustee shall not be responsible
in any manner whatsoever for or with respect to any of the recitals or
statements contained herein, all of which recitals or statements are made
solely by the Company and the Subsidiary Guarantor, or for or with respect to
(a) the validity or sufficiency of this Supplemental Indenture or any of the
terms or provisions hereof, (b) the proper authorization hereof by the Company
and the Subsidiary Guarantor by corporate action or otherwise, (c) the due
execution hereof by the Company and the Subsidiary Guarantor, (d) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters and (e) the validity or sufficiency of the Tender
Offer or the consent solicitation materials or procedure in connection
therewith.

ARTICLE F

MISCELLANEOUS

SECTION F.1. This Second Supplemental Indenture is a supplemental
indenture pursuant to Section 9.2 of the Indenture. Upon execution and
delivery of this Second Supplemental Indenture, the terms and conditions of
this Second Supplemental Indenture shall be part of the terms and conditions of
the Indenture for any and all purposes, shall bind all non-consenting
Securityholders to the extent permitted by Section 9.2 of the Indenture and all
the terms and conditions of both shall be read together as though they
constitute one instrument, except that in case of conflict the provisions of
this Second Supplemental Indenture will control.

-5-

<PAGE> 6

SECTION F.2. Except as they may have been amended and supplemented by
this Second Supplemental Indenture, each and every term and provision of the
Indenture remains in full force and effect.

SECTION F.3. This Second Supplemental Indenture 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.

SECTION F.4. The Trustee accepts the trusts created by the Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to perform
the same upon the terms and conditions in the Indenture, as supplemented by
this Second Supplemental Indenture.

SECTION F.5. The laws of the State of New York, without regard to the
principles of conflicts of law, shall govern this Second Supplemental Indenture
and the Securities.

-6-

<PAGE> 7

IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date and year first
above written.

ISSUER:

OCEAN ENERGY, INC.,
a Delaware corporation

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

SUBSIDIARY GUARANTOR:

OCEAN ENERGY, INC.,
a Louisiana corporation

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

TRUSTEE:

STATE STREET BANK AND TRUST COMPANY

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

-7-

<PAGE> 1
EXHIBIT 10.1

SECOND AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF OCTOBER 15, 1997

AMONG

OCEAN ENERGY, INC.
AS BORROWER,

THE CHASE MANHATTAN BANK,
AS AGENT,

AND

THE LENDERS SIGNATORY HERETO
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I
Definitions and Accounting Matters

Section 1.01 Terms Defined Above . . . . . . . . . . . . . . . . . . 1
Section 1.02 Certain Defined Terms . . . . . . . . . . . . . . . . . 1
Section 1.03 Accounting Terms and Determinations . . . . . . . . . . 15

ARTICLE II
Commitments

Section 2.01 Loans and Letters of Credit . . . . . . . . . . . . . . 15
Section 2.02 Borrowings, Continuations, Conversions and Letters of
Credit . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 2.03 Changes of Commitments . . . . . . . . . . . . . . . . 17
Section 2.04 Fees . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.05 Several Obligations . . . . . . . . . . . . . . . . . . 19
Section 2.06 Notes . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.07 Prepayments . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.08 Borrowing Base . . . . . . . . . . . . . . . . . . . . 20
Section 2.09 Assumption of Risks . . . . . . . . . . . . . . . . . . 21
Section 2.10 Obligation to Reimburse and to Prepay . . . . . . . . . 21
Section 2.11 Lending Offices . . . . . . . . . . . . . . . . . . . . 23

ARTICLE III
Payments of Principal and Interest

Section 3.01 Repayment of Loans . . . . . . . . . . . . . . . . . . 23
Section 3.02 Interest . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE IV
Payments; Pro Rata Treatment; Computations; Etc.

Section 4.01 Payments . . . . . . . . . . . . . . . . . . . . . . . 24
Section 4.02 Pro Rata Treatment . . . . . . . . . . . . . . . . . . 24
Section 4.03 Computations . . . . . . . . . . . . . . . . . . . . . 25
Section 4.04 Non-receipt of Funds by the Agent . . . . . . . . . . . 25
Section 4.05 Set-off, Sharing of Payments, Etc. . . . . . . . . . . 25
Section 4.06 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.07 Disposition of Proceeds . . . . . . . . . . . . . . . . 28
</TABLE>

-i-
<PAGE> 3

ARTICLE V
Capital Adequacy

Section 5.01 Additional Costs . . . . . . . . . . . . . . . . . . . 29
Section 5.02 Limitation on Eurodollar Loans . . . . . . . . . . . . 30
Section 5.03 Illegality . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.04 ABR Loans Pursuant to Sections 5.01, 5.02 and 5.03 . . 30
Section 5.05 Compensation . . . . . . . . . . . . . . . . . . . . . 30
Section 5.06 Avoidance of Taxes and Additional Costs . . . . . . . . 31

ARTICLE VI
Conditions Precedent

Section 6.01 Initial Funding . . . . . . . . . . . . . . . . . . . . 32
Section 6.02 Initial and Subsequent Loans . . . . . . . . . . . . . 34
Section 6.03 Conditions Relating to Letters of Credit . . . . . . . 34

ARTICLE VII
Representations and Warranties

Section 7.01 Existence . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.02 Financial Condition . . . . . . . . . . . . . . . . . . 35
Section 7.03 Litigation . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.04 No Breach . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.05 Authority . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.06 Approvals . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.07 Use of Loans . . . . . . . . . . . . . . . . . . . . . 36
Section 7.08 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.09 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 7.10 Titles, etc. . . . . . . . . . . . . . . . . . . . . . 37
Section 7.11 Solvency . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.12 Investment Company Act . . . . . . . . . . . . . . . . 38
Section 7.13 Public Utility Holding Company Act . . . . . . . . . . 38
Section 7.14 Subsidiaries and Partnerships . . . . . . . . . . . . . 38
Section 7.15 Location of Business and Offices . . . . . . . . . . . 38
Section 7.16 Restriction on Liens . . . . . . . . . . . . . . . . . 38
Section 7.17 Environmental Matters . . . . . . . . . . . . . . . . . 39
Section 7.18 Compliance with the Law . . . . . . . . . . . . . . . . 40
Section 7.19 Insurance . . . . . . . . . . . . . . . . . . . . . . . 40
Section 7.20 Hedging Agreements . . . . . . . . . . . . . . . . . . 41
Section 7.21 Gas Imbalances . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

-ii-
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE VIII
Affirmative Covenants

Section 8.01 Financial Information . . . . . . . . . . . . . . . . . 41
Section 8.02 Litigation . . . . . . . . . . . . . . . . . . . . . . 41
Section 8.03 Maintenance, Etc. . . . . . . . . . . . . . . . . . . . 42
Section 8.04 Environmental Matters . . . . . . . . . . . . . . . . . 43
Section 8.05 Further Assurances . . . . . . . . . . . . . . . . . . 44
Section 8.06 Performance of Obligations . . . . . . . . . . . . . . 44
Section 8.07 Engineering Reports . . . . . . . . . . . . . . . . . . 44
Section 8.08 Title Information. . . . . . . . . . . . . . . . . . . 45
Section 8.09 Additional Collateral; Restricted Subsidiary as
Guarantor. . . . . . . . . . . . . . . . . . . . . . . . 46
Section 8.10 ERISA Information and Compliance . . . . . . . . . . . 47

ARTICLE IX
Negative Covenants

Section 9.01 Debt . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 9.02 Liens . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 9.03 Investments, Loans and Advances . . . . . . . . . . . . 49
Section 9.04 Gas Imbalances, Take-or-Pay or Other Prepayments . . . 50
Section 9.05 Sales and Leasebacks . . . . . . . . . . . . . . . . . 50
Section 9.06 Nature of Business . . . . . . . . . . . . . . . . . . 50
Section 9.07 Limitation on Leases . . . . . . . . . . . . . . . . . 50
Section 9.08 Mergers, Etc. . . . . . . . . . . . . . . . . . . . . . 50
Section 9.09 Proceeds of Notes . . . . . . . . . . . . . . . . . . . 51
Section 9.10 ERISA Compliance . . . . . . . . . . . . . . . . . . . 51
Section 9.11 Sale or Discount of Receivables . . . . . . . . . . . . 52
Section 9.12 Sale of Oil and Gas Properties . . . . . . . . . . . . 52
Section 9.13 Environmental Matters . . . . . . . . . . . . . . . . . 52
Section 9.14 Transactions with Affiliates . . . . . . . . . . . . . 53
Section 9.15 Partnerships . . . . . . . . . . . . . . . . . . . . . 53
Section 9.16 Negative Pledge Agreements . . . . . . . . . . . . . . 53
Section 9.17 Subordinated Debt . . . . . . . . . . . . . . . . . . . 53
Section 9.18 Unrestricted Subsidiaries . . . . . . . . . . . . . . . 53

ARTICLE X
Events of Default; Remedies

Section 10.01 Events of Default . . . . . . . . . . . . . . . . . . 54
Section 10.02 Remedies . . . . . . . . . . . . . . . . . . . . . . . 56
</TABLE>

-iii-
<PAGE> 5
<TABLE>
<S> <C>
ARTICLE XI
The Agent

Section 11.01 Appointment, Powers and Immunities . . . . . . . . . . 56
Section 11.02 Reliance by Agent . . . . . . . . . . . . . . . . . . 57
Section 11.03 Defaults . . . . . . . . . . . . . . . . . . . . . . . 57
Section 11.04 Rights as a Lender . . . . . . . . . . . . . . . . . . 57
SECTION 11.05 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . 58
Section 11.06 Non-Reliance on Agent and other Lenders . . . . . . . 58
Section 11.07 Action by Agent . . . . . . . . . . . . . . . . . . . 58
Section 11.08 Resignation or Removal of Agent . . . . . . . . . . . 59
Section 11.09 Amendment of Security Instruments. . . . . . . . . . . 59

ARTICLE XII
Miscellaneous

Section 12.01 Waiver . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 12.02 Notices . . . . . . . . . . . . . . . . . . . . . . . 59
Section 12.03 Payment of Expenses, Indemnities, etc . . . . . . . . 59
Section 12.04 Amendments, Etc. . . . . . . . . . . . . . . . . . . . 62
Section 12.05 Successors and Assigns . . . . . . . . . . . . . . . . 62
Section 12.06 Assignments and Participations . . . . . . . . . . . . 62
Section 12.07 Invalidity . . . . . . . . . . . . . . . . . . . . . . 63
Section 12.08 Counterparts . . . . . . . . . . . . . . . . . . . . . 63
Section 12.09 References . . . . . . . . . . . . . . . . . . . . . . 63
Section 12.10 Survival . . . . . . . . . . . . . . . . . . . . . . . 64
Section 12.11 Captions . . . . . . . . . . . . . . . . . . . . . . . 64
Section 12.12 NO ORAL AGREEMENTS . . . . . . . . . . . . . . . . . . 64
Section 12.13 GOVERNING LAW; SUBMISSION TO JURISDICTION . . . . . . 64
Section 12.14 Interest . . . . . . . . . . . . . . . . . . . . . . . 65
Section 12.15 Confidentiality . . . . . . . . . . . . . . . . . . . . 66
Section 12.16 Designated Senior Indebtedness . . . . . . . . . . . . 67
Section 12.17 Refinancing Debt . . . . . . . . . . . . . . . . . . . 67
</TABLE>

-iv-
<PAGE> 6
Annex I - List of Maximum Credit Amounts and Percentage Shares

Exhibit A - Form of Note
Exhibit B - Form of Borrowing, Continuation and Conversion Request
Exhibit C - Form of Officer's Certificate
Exhibit D - List of Security Instruments
Exhibit E - Form of Assignment Agreement

Schedule 7.02 - Liabilities
Schedule 7.03 - Litigation
Schedule 7.09 - Taxes
Schedule 7.10 - Titles, etc.
Schedule 7.14 - Subsidiaries and Partnerships
Schedule 7.17 - Environmental Matters
Schedule 7.19 - Insurance
Schedule 7.20 - Hedging Agreements
Schedule 7.21 - Gas Imbalances
Schedule 9.01 - Debt
Schedule 9.02 - Liens
Schedule 9.03 - Investments, Loans and Advances

-v-
<PAGE> 7
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of
October 15, 1997 is among: OCEAN ENERGY, INC. (formerly known as Flores &
Rucks, Inc.), a corporation formed under the laws of the State of Louisiana
(the "Borrower"); each of the lenders that is a signatory hereto or which
becomes a signatory hereto as provided in Section 12.06 (individually, together
with its successors and assigns, a "Lender" and, collectively, the "Lenders");
and THE CHASE MANHATTAN BANK (in its individual capacity, "Chase"), as agent
for the Lenders (in such capacity, together with its successors in such
capacity, the "Agent").

RECITALS:

A. The Borrower, the Agent and certain of the Lenders are parties to
that certain Amended and Restated Credit Agreement dated as of March 27, 1997,
as amended by that certain First Amendment to Amended and Restated Credit
Agreement dated as of October 3, 1997 (such agreement, as amended, the "Prior
Credit Agreement").

B. The Borrower has requested an increase of the credit facility
evidenced by the Prior Credit Agreement and in addition has changed its name
from Flores & Rucks, Inc. to Ocean Energy, Inc.

C. The Lenders have agreed to increase, renew and rearrange the
indebtedness under the Prior Credit Agreement.

D. The Borrower and the Lenders have agreed to amend and restate the
Prior Credit Agreement on the terms hereinafter set forth.

E. In consideration of the mutual covenants and agreements herein
contained and of the loans, extensions of credit and commitments hereinafter
referred to, the parties hereto agree as follows:

ARTICLE I
Definitions and Accounting Matters

Section 1.01 Terms Defined Above. As used in this Agreement,
the terms "Agent," "Borrower," "Chase," "Lender," "Lenders" and "Prior Credit
Agreement" shall have the meanings indicated above.

Section 1.02 Certain Defined Terms. As used herein, the
following terms shall have the following meanings (all terms defined in this
Article I or in other provisions of this Agreement in the singular to have the
same meanings when used in the plural and vice versa):

"ABR Loans" shall mean Loans that bear interest at rates based
upon the Alternative Base Rate.

"Additional Costs" shall have the meaning assigned such term in
Section 5.01(a).

"Affected Loans" shall have the meaning assigned such term in
Section 5.04.

"Affiliate" of any Person shall mean (i) any Person directly or
indirectly controlled by, controlling or under common control with such first
Person, (ii) any director or officer of such first Person or of any Person
referred to in clause (i) above and (iii) if any Person in clause (i) above is
an individual, any member of the immediate family (including parents, spouse
and children) of such individual and any trust whose principal beneficiary is
such individual or one or more members of such immediate family and any Person
who is controlled by any such member or trust. As used in this
<PAGE> 8
definition, "control" (including, with its correlative meanings, "controlled
by" and "under common control with") shall mean any Person which owns directly
or indirectly 10% or more of the securities having ordinary voting power for
the election of directors or other governing body of a corporation or 10% or
more of the partnership or other ownership interests of any other Person (other
than as a limited partner of such other Person) will be deemed to control such
corporation or other Person.

"Aggregate Commitments" at any time shall equal the amount
calculated in accordance with Section 2.03(a) hereof.

"Aggregate Maximum Credit Amounts" at any time shall equal the
sum of the Maximum Credit Amounts of the Lenders ($250,000,000), as the same
may be reduced pursuant to Sections 2.03(b) or 5.06.

"Agreement" shall mean this Second Amended and Restated Credit
Agreement, as the same may from time to time be amended or supplemented.

"Alternative Base Rate" shall mean, with respect to any ABR Loan,
for any day, the higher of (i) the Federal Funds Rate for any such day plus 1/2
of 1% or (ii) the Prime Rate for such day. Each change in any interest rate
provided for herein based upon the Alternative Base Rate resulting from a
change in the Alternative Base Rate shall take effect at the time of such
change in the Alternate Base Rate.

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

"Applicable Margin" shall mean, with respect to any Loan, for
each day such Loan is outstanding, and with respect to any letter of credit for
each day such Letter of Credit is outstanding the following rate per annum
based upon the Percentage Usage of the available Borrowing Base as is
applicable:

<TABLE>
<CAPTION>
===========================================================================================================
Percentage Applicable Margin Applicable Margin Applicable Margin for
Usage for for Letters of Credit
Eurodollar Loans ABR Loans
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Greater than 75% 1.50% 0.00% 1.50%
- -----------------------------------------------------------------------------------------------------------
Less than or equal
to 75% and 1.25% 0.00% 1.25%
greater than 50%
- -----------------------------------------------------------------------------------------------------------
Less than or 1.00% 0.00% 1.00%
equal to 50%
===========================================================================================================
</TABLE>

-2-
<PAGE> 9
The Applicable Margin for a Type of Loan or a Letter of Credit shall change on
the same day as any change in the Percentage Usage.

"Assignment" shall have the meaning assigned such term in Section
12.06(b).

"Borrowing Base" shall mean at any time an amount equal to the
amount determined in accordance with Section 2.08.

"Business Day" shall mean any day other than a day on which
commercial banks are authorized or required to close in New York and, where
such term is used in the definition of "Quarterly Date" or if such day relates
to a borrowing or continuation of, a payment or prepayment of principal of or
interest on, or a conversion of or into, or the Interest Period for, a
Eurodollar Loan or a notice by the Borrower with respect to any such borrowing
or continuation, payment, prepayment, conversion or Interest Period, any day
which is also a day on which dealings in Dollar deposits are carried out in the
London interbank market.

"Capital Stock" shall mean, with respect to any Person, any and
all shares, interests, participations, rights or other equivalents in the
equity interests (however designated) in such Person, and any rights (other
than debt securities convertible into an equity interest), warrants or options
exercisable for, exchangeable for or convertible into such an equity interest
in such Person.

"Change of Control" shall mean the occurrence of any of the
following events: (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Exchange Act) other than the F&R Interests is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of more than 30% of the total Voting Stock of the
Parent Company; (ii) the Parent Company is merged with or into or consolidated
with another Person and, immediately after giving effect to the merger or
consolidation, (a) less than 30% of the total voting power of the outstanding
Voting Stock of the surviving or resulting Person is then "beneficially owned"
(within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by
(1) the stockholders of the Parent Company immediately prior to such merger or
consolidation, or (2) if a record date has been set to determine the
stockholders of the Parent Company entitled to vote with respect to such merger
or consolidation, the stockholders of the Parent Company as of such record date
and (b) any "person" or "group" (as defined in Section 13(d)(3) or 14(d)(2) of
the Exchange Act, other than the F&R Interests, has become the direct or
indirect "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act)
of more than 30% of the total voting power of the Voting Stock of the surviving
or resulting Person; (iii) the Parent Company, either individually or in
conjunction with one or more of its Restricted Subsidiaries, sells, conveys,
transfers or leases or such Restricted Subsidiaries sell, convey, transfer or
lease, all or substantially all of the assets of the Parent Company and its
Restricted Subsidiaries, taken as a whole (either in one transaction or a
series of related transactions), including Capital Stock of the Restricted
Subsidiaries, to any Person (other than the Parent Company or a Wholly Owned
Restricted Subsidiary); (iv) during any consecutive two-year period,
individuals who at the beginning of such period constituted the Board of
Directors of the Parent Company (together with any new directors whose election
by such Board of Directors or whose nomination for election by the stockholders
of the Parent Company was approved by a vote of a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to

-3-
<PAGE> 10
constitute a majority of the Board of Directors of the Parent Company then in
office; or (v) the liquidation or dissolution of the Parent Company or the
Borrower.

"Closing Date" shall mean October 15, 1997.

"Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time and any successor statute.

"Commitment" shall mean, for any Lender, its obligation to make
Loans up to the lesser of such Lender's Maximum Credit Amount or the Lender's
Percentage Share of the then effective Borrowing Base and to participate in the
Letters of Credit as provided in Section 2.01(b).

"Commitment Fee Rate" shall mean the following rate per annum
based on the Percentage Usage of the available Borrowing Base as if applicable:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Percentage Usage Commitment Fee Rate
- ---------------------------------------------------------------------------------------------
<S> <C>
Greater than 75% 0.375%
- ---------------------------------------------------------------------------------------------
Less than or equal to 75% and 0.325%
Greater than 50%
- ---------------------------------------------------------------------------------------------
Less than or equal to 50% 0.300%
- ---------------------------------------------------------------------------------------------
</TABLE>

The Commitment Fee Rate shall change on the same day as any change in the
Percentage Usage.

"Debt" shall mean, for any Person the sum of the following
(without duplication): (i) all obligations of such Person for borrowed money or
evidenced by bonds, debentures, notes or other similar instruments (including
principal, interest, fees and charges); (ii) all obligations of such Person
(whether contingent or otherwise) in respect of bankers' acceptances, letters
of credit, surety or other bonds and similar instruments; (iii) all obligations
of such Person to pay the deferred purchase price of Property or services
(other than for borrowed money); (iv) all obligations under leases which shall
have been, or should have been, in accordance with GAAP, recorded as capital
leases in respect of which such Person is liable (whether contingent or
otherwise); (v) all obligations under leases which require such Person or its
Affiliate to make payments over the term of such lease, including payments at
termination, which are substantially equal to at least eighty percent (80%) of
the purchase price of the Property subject to such lease plus interest as an
imputed rate of interest; (vi) all Debt and other obligations of others secured
by a Lien on any asset of such Person, whether or not such Debt is assumed by
such Person; (vii) all Debt and other obligations of others guaranteed by such
Person or in which such Person otherwise assures a creditor against loss of the
debtor or obligations of others; (viii) all obligations or undertakings of such
Person to maintain or cause to be maintained the financial position or
covenants of others or to purchase the Debt or Property of others; (ix) the
undischarged balance of any production payment created by such Person or for
the creation of which such Person directly or indirectly received payment; (x)
the net mark to market value of all obligations of such Person under Hedging
Agreements; and (xi) obligations to deliver goods or services including
Hydrocarbons in consideration of advance payments.

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

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<PAGE> 11
"Dollars" and "$" shall mean lawful money of the United States of
America.

"Engineering Reports" shall have the meaning assigned such term
in Section 2.08.

"Environmental Laws" shall mean any and all Governmental
Requirements pertaining to health or the environment in effect in any and all
jurisdictions in which the Parent Company or any of its Subsidiaries is
conducting or at any time has conducted business, or where any Property of the
Parent Company or any of its Subsidiaries is located, including without
limitation, the Oil Pollution Act of 1990 ("OPA"), the Clean Air Act, as
amended, the Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 ("CERCLA"), as amended, the Federal Water Pollution Control Act, as
amended, the Occupational Safety and Health Act of 1970, as amended, the
Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the Safe
Drinking Water Act, as amended, the Toxic Substances Control Act, as amended,
the Superfund Amendments and Reauthorization Act of 1986, as amended, the
Hazardous Materials Transportation Act, as amended. The term "oil" shall have
the meaning specified in OPA, the terms "hazardous substance" and "release" (or
"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, that (i) in the event either OPA, 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 and (ii)
to the extent the laws of the state in which any Property of the Borrower or
any of its Subsidiaries is located establish a meaning for "oil," "hazardous
substance," "release," "solid waste" or "disposal" which is broader than that
specified in either OPA, CERCLA or RCRA, such broader meaning shall apply.

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

"ERISA Affiliate" shall mean each trade or business (whether or
not incorporated) which together with the Borrower or any of its Subsidiaries
would be deemed to be a "single employer" within the meaning of section
4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the
Code.

"ERISA Event" shall mean (i) a "Reportable Event" described in
Section 4043 of ERISA and the regulations issued thereunder, (ii) the
withdrawal of the Borrower or any of its Subsidiaries or ERISA Affiliates from
a Plan during a plan year in which it was a "substantial employer" as defined
in Section 4001(a)(2) of ERISA, (iii) the filing of a notice of intent to
terminate a Plan or the treatment of a Plan amendment as a termination under
Section 4041 of ERISA, (iv) the institution of proceedings to terminate a Plan
by the PBGC or (v) any other event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan.

"Eurodollar Loans" shall mean Loans the interest rates on which
are determined on the basis of rates referred to in the definition of "Fixed
Rate".

"Event of Default" shall have the meaning assigned such term in
Section 10.01.

"Excepted Liens" shall mean: (i) Liens for taxes, assessments or
other governmental charges or levies not yet due or which are being contested
in good faith by appropriate action and for which appropriate reserves have
been maintained; (ii) Liens in connection with workmen's compensation,

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<PAGE> 12
unemployment insurance or other social security, old age pension or public
liability obligations not yet due or which are being contested in good faith by
appropriate action and for which appropriate reserves have been maintained in
accordance with GAAP; (iii) operators', vendors', carriers', warehousemen's,
repairmen's, mechanics', workmen's, materialmen's, construction or other like
Liens arising by operation of law in the ordinary course of business or
incident to the exploration, development, operation and maintenance of Oil and
Gas Properties or statutory landlord's liens, each of which is in respect of
obligations that have not been outstanding more than 90 days or which are being
contested in good faith by appropriate proceedings and for which appropriate
reserves have been maintained in accordance with GAAP; (iv) any Liens reserved
in leases or farmout agreements for rent or royalties and for compliance with
the terms of the farmout agreements or leases in the case of leasehold estates,
to the extent that any such Lien referred to in this clause does not materially
impair the use of the Property covered by such Lien for the purposes for which
such Property is held by the Borrower or any of its Restricted Subsidiaries or
materially impair the value of such Property subject thereto; (v) encumbrances
(other than to secure the payment of borrowed money or the deferred purchase
price of Property or services), easements, restrictions, servitudes, permits,
conditions, covenants, exceptions or reservations in any rights of way or other
Property of the Borrower or any of its Restricted Subsidiaries for the purpose
of roads, pipelines, transmission lines, transportation lines, distribution
lines for the removal of gas, oil, coal or other minerals or timber, and other
like purposes, or for the joint or common use of real estate, rights of way,
facilities and equipment, and defects, irregularities, zoning restrictions and
deficiencies in title of any rights of way or other Property which in the
aggregate do not materially impair the use of such rights of way or other
Property for the purposes of which such rights of way and other Property are
held by the Borrower or any of its Restricted Subsidiaries or materially impair
the value of such Property subject thereto; (vi) deposits of cash and
securities or Liens on Oil and Gas Properties (provided such consensual Liens
are subordinated, in form and substance satisfactory to the Agent, to all or a
portion of the Indebtedness) to secure the payment or performance of tenders,
statutory or regulatory obligations, surety and appeal bonds, bids, leases,
government contracts and leases, performance and return of money bonds and
other similar obligations incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money but including
lessee or operator obligations under statutes, governmental regulations or
instruments related to the ownership, exploration and production of oil, gas
and minerals on state, federal or foreign lands or waters); and (vii) Liens
permitted by the Security Instruments.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time, and any successor act thereto.

"F&R Interests" shall mean, (i) collectively, William W. Rucks,
IV and James C. Flores, together with their respective spouses, lineal
descendants and ascendants, heirs, executors or other legal representatives and
any trusts established for the benefit of the foregoing, (ii) any other Person
in which the Persons referred to in the foregoing clause (i) are at the time of
determination the direct record and beneficial owners of all of the outstanding
Capital Stock of such Person, or (iii) any Person who is an officer of either
the Parent Company or the Borrower as of the Closing Date.

"Federal Funds Rate" shall mean, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight federal funds transactions with a
member of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding

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<PAGE> 13
such day, provided that (i) if the date for which such rate is to be determined
is not a Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (ii) if such rate is not so published for any
day, the Federal Funds Rate for such day shall be the average rate charged to
the Agent on such day on such transactions as determined by the Agent.

"Fee Letter" shall mean that certain fee letter dated September
3, 1997 among the Borrower and the Agent with respect to certain fees payable
in conjunction with this Agreement and the transactions contemplated hereby.

"Financial Statements" shall mean the financial statement or
statements of the Parent Company described or referred to in Section 3.01(c) of
the Guaranty Agreement.

"Fixed Rate" shall mean, with respect to any Eurodollar Loan, the
rate per annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
quoted by the Agent at approximately 11:00 a.m. London time (or as soon
thereafter as practicable) two (2) Business Days prior to the first day of the
Interest Period for such Loan for the offering by the Agent to leading banks in
the London interbank market of Dollar deposits having a term comparable to such
Interest Period and in an amount comparable to the principal amount of the
Eurodollar Loan to be made by the Lenders for such Interest Period.

"GAAP" shall mean generally accepted accounting principles in the
United States of America in effect from time to time.

"Governmental Authority" shall include the country, the state,
county, city and political subdivisions in which any Person or such Person's
Property is located or which exercises valid jurisdiction over any such Person
or such Person's Property, and any court, agency, department, commission,
board, bureau or instrumentality of any of them including monetary authorities
which exercises valid jurisdiction over any such Person or such Person's
Property. Unless otherwise specified, all references to Governmental Authority
herein shall mean a Governmental Authority having jurisdiction over, where
applicable, the Borrower, its Subsidiaries or any of their Properties or the
Agent, any Lender or any Applicable Lending Office.

"Governmental Requirement" shall mean any law, statute, code,
ordinance, order, determination, rule, regulation, judgment, decree,
injunction, franchise, permit, certificate, license, authorization or other
directive or requirement (whether or not having the force of law), including,
without limitation, Environmental Laws, energy regulations and occupational,
safety and health standards or controls, of any Governmental Authority.

"Guarantor" shall mean the Parent Company and each Restricted
Subsidiary now or hereafter executing a Subsidiary Guaranty Agreement pursuant
to Section 8.09(d) or Section 3.02(e) of the Guaranty Agreement.

"Guaranty Agreement" shall mean that certain Guaranty Agreement
dated as of even date herewith executed by the Parent Company in favor of the
Agent and the Lenders, as the same may be amended or modified from time to
time.

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<PAGE> 14
"Hedging Agreements" shall mean any commodity, interest rate or
currency swap, rate cap, rate floor, rate collar, forward agreement or other
exchange, price or rate protection agreements or any option with respect to any
such transaction.

"Highest Lawful Rate" shall mean, with respect to each Lender,
the maximum nonusurious interest rate, if any, that at any time or from time to
time may be contracted for, taken, reserved, charged or received on the Notes
or on other Indebtedness under laws applicable to such Lender which are
presently in effect or, to the extent allowed by law, under such applicable
laws which may hereafter be in effect and which allow a higher maximum
nonusurious interest rate than applicable laws now allow.

"Hydrocarbon Interests" shall mean all rights, titles, interests
and estates now or hereafter acquired in and to oil and gas leases, oil, gas
and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee
interests, overriding royalty and royalty interests, net profit interests and
production payment interests, including any reserved or residual interests of
whatever nature.

"Hydrocarbons" shall mean oil, gas, casinghead gas, drip
gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons,
gaseous hydrocarbons and all products refined or separated therefrom.

"Indebtedness" shall mean any and all amounts owing or to be
owing by the Borrower or any Guarantor to the Agent and/or Lenders in
connection with the Loan Documents and the Letter of Credit Agreements, and any
Hedging Agreements now or hereafter arising between the Borrower and any Lender
or its Affiliate and permitted by the terms of Section 9.01(e), and all
renewals, extensions and/or rearrangements of any of the above.

"Indemnified Parties" shall have the meaning assigned such term
in Section 12.03(b).

"Indemnity Matters" shall mean any and all actions, suits,
proceedings (including any investigations, litigation or inquiries), claims,
demands and causes of action made or threatened against a Person and, in
connection therewith, all losses, liabilities, damages (including, without
limitation, consequential damages) or reasonable costs and expenses of any kind
or nature whatsoever incurred by such Person whether caused by the sole or
concurrent negligence of such Person seeking indemnification.

"Indenture" shall mean that certain Indenture dated as of
December 1, 1994, among the Parent Company, as issuer of the Senior Notes, the
Borrower and other Subsidiaries of the Parent Company as subsidiary guarantors,
and Fleet National Bank (formerly known as Shawmut Bank Connecticut, National
Association), as Trustee, pursuant to which the Senior Notes have been issued,
as supplemented by that certain First Supplemental Indenture dated as of
September 19, 1996.

"Initial Funding" shall mean the funding of the initial Loans or
issuance of the initial Letters of Credit pursuant to Section 6.01.

"Initial Reserve Report" shall mean the report of the Borrower
with respect to the Oil and Gas Properties of the Borrower (and its Restricted
Subsidiaries, if any) as of June 30, 1997, a copy of which has been delivered
to the Agent.

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<PAGE> 15
"Interest Period" shall mean, with respect to any Eurodollar
Loan, the period commencing on the date such Eurodollar Loan is made and ending
on the numerically corresponding day in the first, second, third or sixth
calendar month thereafter, as the Borrower may select as provided in Section
2.02 (or such longer period as may be requested by the Borrower and agreed to
by the Majority Lenders), except that each Interest Period which commences on
the last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar
month. Notwithstanding the foregoing: (i) no Interest Period may commence
before and end after the Termination Date; (ii) each Interest Period which
would otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the next preceding Business Day); and (iii)
no Interest Period shall have a duration of less than one month and, if the
Interest Period for any Eurodollar Loans would otherwise be for a shorter
period, such Loans shall not be available hereunder.

"LC Commitment" at any time shall mean $50,000,000.00.

"LC Exposure" at any time shall mean the aggregate face amount of
all undrawn and uncancelled Letters of Credit and the aggregate of all amounts
drawn under all Letters of Credit and not yet reimbursed.

"Letter of Credit Agreements" shall mean the written agreements
with the Agent, as issuing lender for any Letter of Credit, executed or
hereafter executed in connection with the issuance by the Agent of the Letters
of Credit, such agreements to be on the Agent's customary form for letters of
credit of comparable amount and purpose as from time to time in effect or as
otherwise agreed to by the Borrower and the Agent.

"Letters of Credit" shall mean the letters of credit issued
pursuant to Section 2.01(b) and all reimbursement obligations pertaining to any
such letters of credit, and "Letter of Credit" shall mean any one of the
Letters of Credit and the reimbursement obligations pertaining thereto.

"Lien" shall mean any interest in Property securing an obligation
owed to, or a claim by, a Person other than the owner of the Property, whether
such interest is based on the common law, statute or contract, and whether such
obligation or claim is fixed or contingent, and including but not limited to
(i) the lien or security interest arising from a mortgage, charge, encumbrance,
pledge, lien (statutory or otherwise), security agreement, conditional sale or
trust receipt or a lease, consignment or bailment for security purposes, or
preferential arrangement of any kind or nature whatsoever (including, any
agreement to give or grant a lien), or (ii) production payments and the like
payable out of Oil and Gas Properties. The term "Lien" shall include
reservations, exceptions, encroachments, easements, rights of way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
affecting Property. For the purposes of this Agreement, the Borrower or any of
its Restricted Subsidiaries shall be deemed to be the owner of any Property
which it has acquired or holds subject to a conditional sale agreement, or
leases under a financing lease or other arrangement pursuant to which title to
the Property has been retained by or vested in some other Person in a
transaction intended to create a financing.

"Loan Documents" shall mean this Agreement, the Guaranty
Agreement, Subsidiary Guaranty Agreements, the Notes, the Fee Letter and the
Security Instruments.

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<PAGE> 16
"Loans" shall mean the loans as provided for by Section 2.01(a).

"Majority Lenders" shall mean, at any time while no Loans are
outstanding, the Agent and Lenders having at least sixty-six and two-thirds
percent (66 2/3%) of the Aggregate Commitments; and at any time while Loans are
outstanding, the Agent and Lenders holding at least sixty-six and two-thirds
percent (66 2/3%) of the outstanding aggregate principal amount of the Loans
(without regard to any sale by a Lender of a participation in any Loan under
Section 12.06(c)).

"Material Adverse Effect" shall mean any material and adverse
effect, as reasonably determined by the Majority Lenders in good faith, on (i)
the assets, liabilities, financial condition, business, operations or affairs
of the Parent Company and its Restricted Subsidiaries taken as a whole
different from those reflected in the Financial Statements or from the facts
represented or warranted in this Agreement or any Security Instrument, (ii) the
assets, liabilities, financial condition, business, operations or affairs of
the Parent Company different from those reflected in the Financial Statements
or from the facts represented or warranted in this Agreement or any Security
Instrument, or (iii) the ability of the Parent Company and its Restricted
Subsidiaries, taken as a whole, to carry out their business as at the Closing
Date or meet their obligations under the Loan Documents on a timely basis.

"Maximum Credit Amount" shall mean, as to each Lender, the amount
set forth opposite such Lender's name on Annex I under the caption "Maximum
Credit Amounts" (as the same may be reduced pursuant to Section 2.03(b) or 5.06
hereof pro rata to each Lender based on its Percentage Share), as modified from
time to time to reflect any assignments permitted by Section 12.06(b) or
amendments to this Agreement.

"Mortgaged Property" shall mean the Property owned by the
Borrower or any Restricted Subsidiary and which is subject to the Liens
existing and to exist under the terms of the Security Instruments.

"Multiemployer Plan" shall mean a Plan defined as such in Section
3(37) or 4001(a)(3) of ERISA.

"Non-Recourse Debt" shall mean Debt (i) as to which neither the
Parent Company nor any of its Restricted Subsidiaries (a) provides any
guarantee or credit support of any kind (including any undertaking, guarantee,
indemnity, agreement or instrument that would constitute Debt), or (b) is
directly or indirectly liable (as guarantor or otherwise); and (ii) the
explicit terms of which provide that there is no recourse against any of the
assets of the Parent Company or its Restricted Subsidiaries.

"Notes" shall mean the Notes provided for by Section 2.06,
together with any and all renewals, extensions for any period, increases,
rearrangements, substitutions or modifications thereof.

"Oil and Gas Properties" shall mean Hydrocarbon Interests; the
Properties now or hereafter pooled or unitized with Hydrocarbon Interests; all
presently existing or future unitization, pooling agreements and declarations
of pooled units and the units created thereby (including without limitation all
units created under orders, regulations and rules of any Governmental
Authority) which may affect all or any portion of the Hydrocarbon Interests;
all operating agreements, contracts and other agreements which relate to any of
the Hydrocarbon Interests or the production, sale, purchase, exchange

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<PAGE> 17
or processing of Hydrocarbons from or attributable to such Hydrocarbon
Interests; all Hydrocarbons in and under and which may be produced and saved or
attributable to the Hydrocarbon Interests, including all oil in tanks, the
lands covered thereby and all rents, issues, profits, proceeds, products,
revenues and other incomes from or attributable to the Hydrocarbon Interests;
all tenements, hereditaments, appurtenances and Properties in any manner
appertaining, belonging, affixed or incidental to the Hydrocarbon Interests;
and all Properties, rights, titles, interests and estates described or referred
to above, including any and all Property, real or personal, now owned or
hereinafter acquired and situated upon, used, held for use or useful in
connection with the operating, working or development of any of such
Hydrocarbon Interests or Property (excluding drilling rigs, automotive
equipment or other personal property which may be on such premises for the
purpose of drilling a well or for other similar temporary uses) and including
any and all oil wells, gas wells, injection wells or other wells, buildings,
structures, fuel separators, liquid extraction plants, plant compressors,
pumps, pumping units, field gathering systems, tanks and tank batteries,
fixtures, valves, fittings, machinery and parts, engines, boilers, meters,
apparatus, equipment, appliances, tools, implements, cables, wires, towers,
casing, tubing and rods, surface leases, rights-of-way, easements and
servitudes together with all additions, substitutions, replacements, accessions
and attachments to any and all of the foregoing.

"Other Taxes" shall have the meaning assigned such term in
Section 4.06(b).

"Parent Company" shall mean Ocean Energy, Inc., a Delaware
corporation.

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

"Percentage Share" shall mean the percentage of the Aggregate
Commitments to be provided by a Lender under this Agreement as indicated on
Annex I hereto, as modified from time to time to reflect any assignments
permitted by Sections 5.06 or 12.06(b) or amendments to this Agreement.

"Percentage Usage" shall mean, as of any date of determination,
the quotient (expressed as a percentage) obtained by dividing the balance of
all Loans and the LC Exposure at the close of business on such date by the
available Borrowing Base at the close of business on such date.

"Person" shall mean any individual, corporation, limited
liability company, voluntary association, partnership, joint venture, trust,
unincorporated organization or government or any agency, instrumentality or
political subdivision thereof, or any other form of entity.

"Plan" shall mean any employee pension benefit plan, as defined
in Section 3(2) of ERISA, which (i) is currently or hereafter sponsored,
maintained or contributed to by the Borrower or any of its Subsidiaries or an
ERISA Affiliate or (ii) was at any time during the preceding six calendar years
sponsored, maintained or contributed to, by the Borrower or any of its
Subsidiaries or an ERISA Affiliate.

"Pledge of Production and Trust Agreements" shall mean
collectively, (i) that certain Pledge of Production Proceeds and Trust
Agreements dated as of May 12, 1993 among Shell Offshore Inc., the Borrower and
First National Bank of Commerce, New Orleans, Louisiana, as Trustee, as the
same may from time to time be amended, and (ii) that certain Pledge of
Production Proceeds and Trust

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<PAGE> 18
Agreements dated as of May 12, 1992 among Shell Offshore Inc., the Borrower and
First National Bank of Commerce, New Orleans, Louisiana, as Trustee, as
amended.

"Post-Default Rate" shall mean, in respect of any principal of
any Loan or any other amount payable by the Borrower under this Agreement or
any Note which is not paid when due (whether at stated maturity, by
acceleration or otherwise), a rate per annum during the period commencing on
the due date until such amount is paid in full or the default is cured or
waived equal to 2% per annum above the Alternative Base Rate as in effect from
time to time plus the Applicable Margin (if any), but in no event to exceed the
Highest Lawful Rate provided that, if such amount in default is principal of a
Eurodollar Loan, the "Post-Default Rate" for such principal shall be, for the
period commencing on the due date and ending on the last day of the Interest
Period therefor, 2% per annum above the interest rate for such Loan as provided
in Section 3.02(b), but in no event to exceed the Highest Lawful Rate.

"Prime Rate" shall mean the rate of interest from time to time
announced publicly by the Agent at the Principal Office as its prime commercial
lending rate. Such rate is set by the Agent as a general reference rate of
interest, taking into account such factors as the Agent may deem appropriate,
it being understood that many of the Agent's commercial or other loans are
priced in relation to such rate, that it is not necessarily the lowest or best
rate actually charged to any customer and that the Agent may make various
commercial or other loans at rates of interest having no relationship to such
rate.

"Principal Office" shall mean the principal office of the Agent,
presently located at 270 Park Avenue, New York, New York 10017.

"Property" shall mean any interest in any kind of property or
asset, whether real, personal or mixed, or tangible or intangible.

"Quarterly Dates" shall mean the last day of each March, June,
September and December, in each year, the first of which shall be December 31,
1997; provided, however, that if any such day is not a Business Day, such
Quarterly Date shall be the next succeeding Business Day.

"Redetermination Date" shall have the meaning assigned such term
in Section 2.08(a).

"Regulation D" shall mean Regulation D of the Board of Governors
of the Federal Reserve System (or any successor), as the same may be amended or
supplemented from time to time.

"Regulatory Change" shall mean, with respect to any Lender, any
change after the Closing Date in any Governmental Requirement (including
Regulation D) or the adoption or making after such date of any interpretations,
directives or requests applying to a class of lenders (including such Lender or
its Applicable Lending Office) of or under any Governmental Requirement
(whether or not having the force of law) by any Governmental Authority charged
with the interpretation or administration thereof.

"Required Lenders" shall mean, at any time while no Loans are
outstanding, the Agent and Lenders having at least seventy-five percent (75%)
of the Aggregate Commitments; and at any time while Loans are outstanding, the
Agent and Lenders holding at least seventy-five percent (75%) of the
outstanding aggregate principal amount of the Loans (without regard to any sale
by a Lender of a participation in any Loan under Section 12.06(c)).

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<PAGE> 19
"Required Payment" shall have the meaning assigned such term in
Section 4.04.

"Reserve Report" shall mean a report, in form and substance
satisfactory to the Agent, setting forth, as of each January 1 (or such other
date in the event of an unscheduled redetermination); (i) the oil and gas
reserves attributable to the Borrower's and its Restricted Subsidiaries' Oil
and Gas Properties together with a projection of the rate of production and
future net income, taxes, operating expenses and capital expenditures with
respect thereto as of such date, based upon the pricing assumptions consistent
with SEC reporting requirements at the time and (ii) such other information as
the Agent may reasonably request. The term "Reserve Report" shall also include
the information to be provided by the Borrower by April 1 of each year pursuant
to Section 8.07(a).

"Responsible Officer" shall mean, as to any Person, the Chief
Executive Officer, the President or any Vice President of such Person and, with
respect to financial matters, the term "Responsible Officer" shall include the
Chief Financial Officer of such Person. Unless otherwise specified, all
references to a Responsible Officer herein shall mean a Responsible Officer of
the Borrower and/or the Parent Company.

"Restricted Subsidiary" means the Borrower and any other
Subsidiary of the Parent Company or the Borrower, whether existing on or after
the Closing Date, unless such Subsidiary is an Unrestricted Subsidiary as of
the Closing Date or is thereafter designated as an Unrestricted Subsidiary in
accordance with Section 9.18.

"Scheduled Redetermination Date" shall have the meaning assigned
such term in Section 2.08(d).

"SEC" shall mean the Securities and Exchange Commission or any
successor Governmental Authority.

"Security Instruments" shall mean the Letters of Credit, the
Letter of Credit Agreements, the agreements or instruments described or
referred to in Exhibit D, and any and all other agreements or instruments now
or hereafter executed and delivered by the Borrower or any other Person (other
than participation or similar agreements between any Lender and any other
lender or creditor with respect to any Indebtedness pursuant to this Agreement)
in connection with, or as security for the payment or performance of the Notes,
this Agreement, or reimbursement obligations under the Letters of Credit, as
such agreements may be amended, supplemented or restated from time to time.

"Subordinated Debt" shall mean (i) Pledge of Production and Trust
Agreements, (ii) the obligations of the Parent Company, as issuer, and the
Borrower, as a subsidiary guarantor, under the Subordinated Indentures and the
Subordinated Notes, and (iii) any other Debt of the Borrower from time to time
outstanding, provided such Debt is subordinated upon terms satisfactory to the
Majority Lenders, in their sole discretion.

"Subordinated Indentures" shall mean collectively (i) that
certain Indenture dated as of September 26, 1996 among the Parent Company, as
issuer of the Subordinated Notes described in clause (i) of the definition
thereof, the Borrower and other Subsidiaries of the Parent Company as
subsidiary guarantors, and Fleet National Bank, as Trustee, pursuant to which
the Subordinated Notes described in

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clause (i) of the definition thereof have been issued and (ii) that certain
Indenture dated July 2, 1997 between the Parent Company, as issuer of the
Subordinated Notes as described in clause (ii) of the definition thereof, the
Borrower as subsidiary guarantor and State Street Bank and Trust Company,
pursuant to which the Subordinated Notes described in clause (ii) of the
definition thereof have been issued.

"Subordinated Notes" shall mean (i) those certain 9-3/4%
unsecured senior subordinated notes in the aggregate principal amount of
$160,000,000 dated as of September 26, 1996 and maturing on October 1, 2006 and
(ii) those certain 8-7/8% unsecured senior subordinated notes in the aggregate
principal amount of $200,000,000 dated as of July 2, 1997 and maturing on July
2, 2007 issued under the Subordinated Indentures, and all obligations relating
thereto.

"Subsidiary" shall mean, for any Person, any corporation or
limited liability company of which at least a majority of the outstanding
Voting Stock (irrespective of whether or not at the time Capital Stock, other
equity interest of any other class or classes of such corporation or limited
liability company shall have or might have voting power by reason of the
happening of any contingency) is at the time directly or indirectly owned or
controlled by such Person or one or more of its subsidiaries or by such Person
and one or more of its subsidiaries.

"Subsidiary Guaranty Agreement" shall mean each guaranty
agreement, in form and substance reasonably satisfactory to the Agent, now or
hereafter executed by a Restricted Subsidiary in favor of the Agent and the
Lenders, as the same may be amended or modified from time to time.

"Taxes" shall have the meaning assigned such term in Section
4.06(a).

"Termination Date" shall mean, unless the Commitments are sooner
terminated pursuant to Sections 2.03(b) or 10.02 hereof, October 31, 2000, as
extended pursuant to Section 2.03(c).

"Type" shall mean, with respect to any Loan, a ABR Loan or a
Eurodollar Loan.

"Unrestricted Subsidiary" shall mean F&R International Petroleum
Company, a Grand Cayman corporation, and any other Subsidiary of the Parent
Company, which, as of the date formed or acquired, (i) the Board of Directors
of the Parent Company has determined will be designated an Unrestricted
Subsidiary by its Board of Directors as provided below and (ii) any Subsidiary
of an Unrestricted Subsidiary. The Board of Directors of the Parent Company
may designate any Subsidiary (other than the Borrower) as an Unrestricted
Subsidiary so long as (a) no Borrowing Base deficiency exists, (b) no Default
or Event of Default exists or would result from such designation, including
under Sections 9.03(k) and 9.19, (c) such Subsidiary owes or incurs no Debt
other than Non-Recourse Debt, and (d) such designation shall not result in the
creation of imposition of any claim or Lien on any assets of the Parent Company
or any Restricted Subsidiary.

"Voting Stock" shall mean any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of any Person (irrespective of whether or not, at the
time, stock of any other class or classes shall have, or might have, voting
power by reason of the happening of any contingency).

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"Wholly Owned Restricted Subsidiary" shall mean any Restricted
Subsidiary to the extent all of the Capital Stock or other ownership interests
in such Restricted Subsidiary, other than any directors qualifying shares
mandated by applicable law, is owned directly or indirectly by either the
Parent Company or the Borrower.

Section 1.03 Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all determinations with respect to accounting matters hereunder
shall be made, and all financial statements and certificates and reports as to
financial matters required to be furnished to the Agent or the Lenders
hereunder shall be prepared, in accordance with GAAP, applied on a basis
consistent with the audited financial statements of the Borrower referred to in
Section 7.02 (except for changes concurred with by the Borrower's independent
public accountants).

ARTICLE II
Commitments

Section 2.01 Loans and Letters of Credit.

(a) Loans. Each Lender severally agrees, on the terms of this
Agreement, to make Loans to the Borrower during the period from and including
(i) the Closing Date or (ii) such later date that such Lender becomes a party
to this Agreement as provided in Section 12.06(b), to and up to, but excluding,
the Termination Date in an aggregate principal amount at any one time
outstanding up to but not exceeding the amount of such Lender's Commitment as
then in effect; provided, however, that the aggregate principal amount of all
such Loans by all Lenders hereunder at any one time outstanding together with
the LC Exposure shall not exceed the Aggregate Commitments. Subject to the
terms of this Agreement, during the period from the Closing Date to and up to,
but excluding, the Termination Date, the Borrower may borrow, repay and
reborrow the amount described in this Section 2.01(a).

(b) Letters of Credit. During the period from and including
the Closing Date to but excluding the day which is two (2) Business Days prior
to the Termination Date, the Agent, as issuing bank for the Lenders, agrees to
extend credit for the account of the Borrower at any time and from time to time
by issuing renewing, extending or reissuing Letters of Credit; provided
however, the LC Exposure at any one time outstanding shall not exceed the
lesser of (i) the LC Commitment or (ii) the Aggregate Commitments, as then in
effect, minus the aggregate principal amount of all Loans then outstanding.
The Lenders shall participate in such Letters of Credit according to their
respective Percentage Shares.

(c) Limitation on Types of Loans. Subject to the other terms
and provisions of this Agreement, at the option of the Borrower, the Loans may
be ABR Loans or Eurodollar Loans; provided that, without the prior written
consent of the Majority Lenders, no more than six (6) Eurodollar Loans may be
outstanding at any time.

(d) Loans under Prior Credit Agreement. On the Closing Date:

(i) the Borrower shall pay all accrued and unpaid commitment
fees outstanding under the Prior Credit Agreement for the account of
each "Lender" under the Prior Credit Agreement;

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(ii) each "Base Rate Loan" under the Prior Credit Agreement
shall be deemed to be repaid with the proceeds of a new ABR Loan under
this Agreement; and

(iii) the Prior Credit Agreement and the commitments thereunder
shall be superseded by this Agreement and such commitments shall
terminate.

Section 2.02 Borrowings, Continuations, Conversions and Letters
of Credit.

(a) Borrowings. The Borrower shall give the Agent (which
shall promptly notify the Lenders) advance notice as hereinafter provided of
each borrowing hereunder, which shall specify the aggregate amount of such
borrowing, the Type and the date (which shall be a Business Day) of the Loans
to be borrowed and (in the case of Eurodollar Loans) the duration of the
Interest Period therefor.

(b) Minimum Amounts. All ABR Loan borrowings shall be in
amounts of at least $1,000,000 or the remaining balance of the Aggregate
Commitments, if less, or any whole multiple of $250,000 in excess thereof if
the remaining balance of the Aggregate Commitments is greater than $1,000,000;
and all Eurodollar Loans shall be in amounts of at least $3,000,000 or any
whole multiple of $1,000,000 in excess thereof.

(c) Notices. All borrowings, continuations and conversions
shall require advance written notice to the Agent (which shall promptly notify
the Lenders) in the form of Exhibit B hereto (or telephonic notice promptly
confirmed by such a written notice), which in each case shall be irrevocable,
from the Borrower to be received by the Agent not later than 11:00 a.m. New
York time on the day of each ABR Loan borrowing and three Business Days prior
to the date of each Eurodollar Loan borrowing, continuation or conversion.
Without in any way limiting the Borrower's obligation to confirm in writing any
telephonic notice, the Agent may act without liability upon the basis of
telephonic notice believed by the Agent in good faith to be from the Borrower
prior to receipt of written confirmation. In each such case, the Borrower
hereby waives the right to dispute the Agent's record of the terms of such
telephonic notice except in the case of gross negligence or willful misconduct
by the Agent.

(d) Continuation Options. Subject to the provisions made in
this Section 2.02(d), the Borrower may elect to continue all or any part of any
Eurodollar Loan beyond the expiration of the then current Interest Period
relating thereto by giving advance notice as provided in Section 2.02(c) to the
Agent (which shall promptly notify the Lenders) of such election, specifying
the amount of such Loan to be continued and the Interest Period therefor. In
the absence of such a timely and proper election, the Borrower shall be deemed
to have elected to convert such Eurodollar Loan to an ABR Loan pursuant to
Section 2.02(e). All or any part of any Eurodollar Loan may be continued as
provided herein, provided that (i) any continuation of any such Loan shall be
(as to each Loan as continued for an applicable Interest Period) in amounts of
at least $3,000,000 or any whole multiple of $1,000,000 in excess thereof and
(ii) no Default shall have occurred and be continuing. If a Default shall have
occurred and be continuing, each Eurodollar Loan shall be converted to an ABR
Loan on the last day of the Interest Period applicable thereto.

(e) Conversion Options. The Borrower may elect to convert all
or any part of any Eurodollar Loan on the last day of the then current Interest
Period relating thereto to an ABR Loan by giving advance notice to the Agent
(which shall promptly notify the Lenders) of such election. Subject

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<PAGE> 23
to the provisions made in this Section 2.02(e), the Borrower may elect to
convert all or any part of any ABR Loan at any time and from time to time to a
Eurodollar Loan by giving advance notice as provided in Section 2.02(c) to the
Agent (which shall promptly notify the Lenders) of such election. All or any
part of any outstanding Loan may be converted as provided herein, provided that
(i) any conversion of any ABR Loan into a Eurodollar Loan shall be (as to each
such Loan into which there is a conversion for an applicable Interest Period)
in amounts of at least $1,000,000 or any whole multiple of $1,000,000 in excess
thereof and (ii) no Default shall have occurred and be continuing.

(f) Advances. Not later than 1:00 p.m. New York time on the
date specified for each borrowing hereunder, each Lender shall make available
the amount of the Loan to be made by it on such date to the Agent, to an
account which the Agent shall specify, in immediately available funds, for the
account of the Borrower. The amounts so received by the Agent shall, subject
to the terms and conditions of this Agreement, be made available to the
Borrower by depositing the same, in immediately available funds, in an account
of the Borrower, designated by the Borrower and maintained at the Principal
Office.

(g) Letters of Credit. The Borrower shall give the Agent
(which shall promptly notify the Lenders of such request and their Percentage
Share of such Letter of Credit) advance notice to be received by the Agent not
later than 11:00 a.m. New York time not less than three (3) Business Days prior
thereto of each request for the issuance and at least thirty (30) Business Days
prior to the date of the renewal or extension of a Letter of Credit hereunder
which request shall specify the amount of such Letter of Credit, the date
(which shall be a Business Day) such Letter of Credit is to be issued, renewed
or extended, the duration thereof, the name and address of the beneficiary
thereof, the form of the Letter of Credit and such other information as the
Agent may reasonably request all of which shall be reasonably satisfactory to
the Agent. Subject to the terms and conditions of this Agreement, on the date
specified for the issuance, renewal or extension of a Letter of Credit, the
Agent shall issue such Letter of Credit to the beneficiary thereof.

In conjunction with the issuance of each Letter of Credit, the
Borrower, shall execute a Letter of Credit Agreement. In the event of any
conflict between any provision of a Letter of Credit Agreement and this
Agreement, the Borrower, the Agent and the Lenders hereby agree that the
provisions of this Agreement shall govern.

The Agent will send to the Borrower and each Lender, immediately
upon issuance of any Letter of Credit, or an amendment thereto, a true and
complete copy of such Letter of Credit, or such amendment thereto.

Section 2.03 Changes of Commitments.

(a) The Aggregate Commitments shall at all times be equal to
the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments
resulting from reductions pursuant to Sections 2.03(b) or 5.06 hereof or (ii)
the Borrowing Base as determined from time to time.

(b) The Borrower shall have the right to terminate or to
reduce the amount of the Aggregate Maximum Credit Amounts at any time or from
time to time upon not less than five (5) days' prior notice to the Agent (which
shall promptly notify the Lenders) of each such termination or reduction, which
notice shall specify the effective date thereof and the amount of any such
reduction (which shall

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<PAGE> 24
not be less than $5,000,000 or any whole multiple of $1,000,000 in excess
thereof) and shall be irrevocable and effective only upon receipt by the Agent.

(c) Within the 30 day period ending September 30, 1998, and
within the subsequent 30 day period ending on each September 30 thereof, the
Borrower may request in writing that the Lenders extend the Termination Date
for a period of one-year; provided, however, that any such extension shall
require the consent of all of the Lenders, which consent may be withheld in
each Lender's sole discretion.

(d) The Aggregate Maximum Credit Amounts once terminated or
reduced may not be reinstated.

Section 2.04 Fees.

(a) The Borrower shall pay to the Agent for the account of
each Lender (i) a commitment fee on the daily average unused amount of the
Aggregate Commitments for the period from and including the Closing Date up to
but excluding the earlier of the date the Aggregate Commitments are terminated
or the Termination Date at a rate per annum equal to the Commitment Fee Rate
and (ii) a fee for increases in the Aggregate Commitments equal to the portion
of the Aggregate Commitments available after giving effect to the
redetermination of the Borrowing Base in accordance with Section 2.08 minus the
largest amount of the Aggregate Commitments available prior to such
redetermination (but only if such difference is a positive number) at a rate
per annum equal to 1/8 of 1%. Accrued commitment fees shall be payable
quarterly on each Quarterly Date in arrears and on the earlier of the date the
Aggregate Commitments are terminated or the Termination Date. Fees for
increases in the Borrowing Base shall be payable at the time of any such
increase.

(b) The Borrower agrees to pay the Agent, for the account of
each Lender, commissions for issuing the Letters of Credit on the daily average
outstanding of the maximum liability of the Agent existing from time to time
under such Letter of Credit (calculated separately for each Letter of Credit)
at the rate per annum equal to the then Applicable Margin for Letters of
Credit, provided that each Letter of Credit shall bear a minimum commission of
$500.00 and that each Letter of Credit shall be deemed to be outstanding up to
the full face amount of the Letter of Credit until the Agent has received the
canceled Letter of Credit or a written cancellation of the Letter of Credit
from the beneficiary of such Letter of Credit in form and substance acceptable
to the Agent, or for any reductions in the amount of the Letter of Credit
(other than from a drawing), written notification from the Borrower. Such
commissions are payable quarterly on each Quarterly Date in arrears and on the
earlier of the date the Aggregate Commitments are terminated or the Termination
Date.

(c) In addition to the above commission, the Borrower agrees
to pay the Agent for its own account 1/8 of 1% on the daily average amount of
Letters of Credit issued hereunder payable quarterly in arrears on each
Quarterly Date as an issuing fee.

(d) Upon each transfer of any Letter of Credit to a successor
beneficiary in accordance with its terms, the Borrower shall pay the sum of
$500 to the Agent for its own account.

(e) Upon each amendment of any Letter of Credit, the Borrower
shall pay the sum of $500 to the Agent for its own account.

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(f) The Borrower shall pay such other amounts as are set forth
in the Fee Letter.

Section 2.05 Several Obligations. The failure of any Lender to
make any Loan to be made by it or to provide funds for disbursements or
reimbursements under Letters of Credit on the date specified therefor shall not
relieve any other Lender of its obligation to make its Loan or provide funds on
such date, but no Lender shall be responsible for the failure of any other
Lender to make a Loan to be made by such other Lender or to provide funds to be
provided by such other Lender.

Section 2.06 Notes. The Loans made by each Lender shall be
evidenced by a single promissory note of the Borrower in substantially the form
of Exhibit A hereto, dated (i) the Closing Date or such later date that a
Lender becomes a party hereto, payable to the order of such Lender in a
principal amount equal to its Maximum Credit Amount as originally in effect and
otherwise duly completed. The date, amount, Type, interest rate and Interest
Period of each Loan made by each Lender, and all payments made on account of
the principal thereof, shall be recorded by such Lender on its books, and,
prior to any transfer of the Note held by it, endorsed by such Lender on the
schedules attached to such Note or any continuation thereof; provided that the
failure of a Lender to make any notation shall not affect the Borrower's
obligation in respect of such Loan.

Section 2.07 Prepayments.

(a) The Borrower may prepay the ABR Loans by giving prior
notice to the Agent (which shall promptly notify the Lenders) not later than
11:00 a.m. New York time on the day of such prepayment, which notice shall
specify the prepayment date (which shall be a Business Day) and the amount of
the prepayment (which shall be at least $250,000 or the remaining aggregate
principal balance outstanding on the Notes) and shall be irrevocable and
effective only upon receipt by the Agent, provided that interest on the
principal prepaid, accrued to the prepayment date, shall be paid on the
prepayment date. The Borrower may prepay Eurodollar Loans upon not less than
three (3) Business Day's prior notice to the Agent (which shall promptly notify
the Lenders), which notice shall specify the prepayment date (which shall be a
Business Day) and the amount of the prepayment (which shall be at least
$1,000,000) and shall be irrevocable and effective only upon receipt by the
Agent, provided that interest and all other sums required to be paid under
Section 5.05, if any, shall be paid on the prepayment date.

(b) If, after giving effect to any termination or reduction of
the Aggregate Maximum Credit Amounts pursuant to Section 2.03(b), the
outstanding aggregate principal amount of the Loans plus the LC Exposure
exceeds the Aggregate Maximum Credit Amounts, the Borrower shall immediately
(i) prepay the Loans on the date of such termination or reduction in an
aggregate principal amount equal to the excess, together with interest on the
principal amount paid accrued to the date of such prepayment and (ii) if any
excess remains after prepaying all of the Loans, pay to the Agent on behalf of
the Lenders an amount equal to the excess to be held as cash collateral as
provided in Section 2.10(b).

(c) Upon any redetermination of the amount of the Borrowing
Base in accordance with Section 2.08 or adjustment in accordance with Sections
8.08(c) or 9.12, if the redetermined or adjusted Borrowing Base is less than
the aggregate outstanding principal amount of the Loans plus the LC Exposure,
then the Borrower shall within ninety (90) days of receipt of written notice
thereof: (i) provide additional collateral with value equal to such excess,
which collateral shall be satisfactory to the Required Lenders and subject to a
Lien of the Security Instruments, (ii) prepay the Loans in an aggregate

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principal amount equal to such excess, together with interest on the principal
amount paid accrued to the date of such prepayment and (iii) if a Borrowing
Base deficiency remains after prepaying all of the Loans because of LC
Exposure, pay to the Agent on behalf of the Lenders an amount equal to such
Borrowing Base deficiency to be held as cash collateral as provided in Section
2.10(b).

(d) Prepayments permitted or required under this Section 2.07
shall be without premium or penalty, except as required under Section 5.05 for
prepayment of Eurodollar Loans. Any prepayment may be reborrowed subject to
the then effective Aggregate Commitments.

Section 2.08 Borrowing Base.

(a) The Borrowing Base shall be determined by the Agent in its
sole discretion, according to its usual and customary standards, and is subject
to approval of the Required Lenders in accordance with Section 2.08(b) and is
subject to redetermination in accordance with Section 2.08(d). Upon any
redetermination of the Borrowing Base, such redetermination shall remain in
effect until the next successive Redetermination Date. "Redetermination Date"
shall mean the date that the redetermined Borrowing Base becomes effective
subject to the notice requirements specified in Section 2.08(e) both for
scheduled redeterminations and unscheduled redeterminations. So long as any of
the Commitments are in effect or any LC Exposure or Loans are outstanding
hereunder, this facility shall be governed by the then effective Borrowing
Base. During the period from and after the Closing Date until April 1, 1998
unless redetermined pursuant to Section 2.08(d) or adjusted pursuant to Section
8.08(c) or 9.12, the amount of the Borrowing Base shall be $200,000,000.

(b) Upon receipt of the reports required by Section 8.07 and
such other reports, data and supplemental information as may from time to time
be reasonably requested by the Agent (the "Engineering Reports"), the Agent
will redetermine the Borrowing Base. Such redetermination will be in
accordance with its normal and customary procedures for evaluating oil and gas
reserves and other related assets as such exist at that particular time. The
Agent may make adjustments to the rates, volumes and prices and other
assumptions set forth therein in accordance with its normal and customary
procedures for evaluating oil and gas reserves and other related assets as such
exist at that particular time. The Agent shall propose to the Lenders a new
Borrowing Base within 15 days following receipt by the Agent and the Lenders of
the Engineering Reports in a timely and complete manner. After having received
notice of such proposal by the Agent, the Required Lenders shall have 15 days
to agree or disagree with such proposal. If at the end of the 15 days, the
Required Lenders have not communicated their approval or disapproval, such
silence shall be deemed to be an approval and the Agent's proposal shall be the
new Borrowing Base. If however, the Required Lenders notify Agent within 15
days of their disapproval, the Required Lenders shall, within a reasonable
period of time, agree on a new Borrowing Base.

(c) The Agent may exclude any Oil and Gas Property or portion
of production therefrom or any income from any other Property from the
Borrowing Base, at any time, because title information is not reasonably
satisfactory, such Property is not Mortgaged Property.

(d) So long as any of the Commitments are in effect and until
payment in full of all Loans hereunder, on or around the first Business Day of
each April and October, commencing April 1, 1998 (each being a "Scheduled
Redetermination Date"), the Lenders shall redetermine the amount of the

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Borrowing Base in accordance with Section 2.08(b). In addition, the Required
Lenders may initiate only one unscheduled redetermination of the Borrowing Base
during any consecutive twelve (12) month period by specifying in writing to the
Borrower the date on which the Borrower is to furnish a Reserve Report in
accordance with Section 8.07(b) and the date on which such redetermination is
to occur, and the Borrower may request one unscheduled redetermination during
any consecutive twelve (12) month period at no charge.

(e) The Agent shall promptly notify in writing the Borrower
and the Lenders of the new Borrowing Base. Any redetermination of the
Borrowing Base shall not be in effect until written notice is received by the
Borrower.

Section 2.09 Assumption of Risks. The Borrower assumes all
risks of the acts or omissions of any beneficiary of any Letter of Credit or
any transferee thereof with respect to its use of such Letter of Credit.
Neither the Agent (except in the case of gross negligence, willful misconduct
or bad faith on the part of the Agent or any of its employees), its
correspondents nor any Lender shall be responsible for the validity,
sufficiency or genuineness of certificates or other documents or any
endorsements thereon, even if such certificates or other documents should in
fact prove to be invalid, insufficient, fraudulent or forged; for errors,
omissions, interruptions or delays in transmissions or delivery of any messages
by mail, telex, or otherwise, whether or not they be in code; for errors in
translation or for errors in interpretation of technical terms; the validity or
sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; the failure of any beneficiary or any transferee of
any Letter of Credit to comply fully with conditions required in order to draw
upon any Letter of Credit; or for any other consequences arising from causes
beyond the Agent's control or the control of the Agent's correspondents. In
addition, neither the Agent nor any Lender shall be responsible for any error,
neglect, or default of any of the Agent's correspondents; and none of the above
shall affect, impair or prevent the vesting of any of the Agent's or any
Lender's rights or powers hereunder or under the Letter of Credit Agreements,
all of which rights shall be cumulative. The Agent and its correspondents may
accept certificates or other documents that appear on their face to be in
order, without responsibility for further investigation of any matter contained
therein regardless of any notice or information to the contrary. In
furtherance and not in limitation of the foregoing provisions, the Borrower
agrees that any action, inaction or omission taken or not taken by the Agent or
by any correspondent for the Agent in good faith in connection with any Letter
of Credit, or any related drafts, certificates, documents or instruments, shall
be binding on the Borrower and shall not put the Agent or its correspondents
under any resulting liability to the Borrower.

Section 2.10 Obligation to Reimburse and to Prepay.

(a) If a disbursement by the Agent is made under any Letter of
Credit, and no Default under this Agreement shall have occurred and be
continuing, the Borrower may elect to have the amount of such disbursement,
subject to the then available Aggregate Commitment and the other terms and
conditions set forth in this Agreement, treated as an ABR Loan to the Borrower
as provided in Section 2.01(a). With respect to any disbursement under a
Letter of Credit for which no election is made, or after and during the
continuance of a Default, the Borrower shall pay to the Agent within two (2)
Business Days after notice of any such disbursement is received by the
Borrower, the amount of such disbursement made by the Agent under the Letter of
Credit (if such payment is not sooner effected as may be required

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under this Section 2.10 or under other provisions of the Letter of Credit),
together with interest on the amount disbursed from and including the date of
disbursement until payment in full of such disbursed amount at a varying rate
per annum equal to (i) the then applicable interest rate for ABR Loans through
the second Business Day after notice of such disbursement is received by the
Borrower and (ii) thereafter, the Post-Default Rate for ABR Loans (but in no
event to exceed the Highest Lawful Rate) for the period from and including the
Business Day following the date of such disbursement to and including the date
of repayment in full of such disbursed amount. The obligations of the Borrower
under this Agreement and each Letter of Credit shall be absolute, unconditional
and irrevocable and shall be paid or performed strictly in accordance with the
terms of this Agreement under all circumstances whatsoever, including, without
limitation, but only to the fullest extent permitted by applicable law, the
following circumstances: (i) any lack of validity or enforceability of this
Agreement, any Letter of Credit or any of the Security Instruments; (ii) any
amendment or waiver of (including any default), or any consent to departure
from this Agreement (except to the extent permitted by any amendment or
waiver), any Letter of Credit or any of the Security Instruments; (iii) the
existence of any claim, set-off, defense or other rights which the Borrower may
have at any time against the beneficiary of any Letter of Credit or any
transferee of any Letter of Credit (or any Persons for whom any such
beneficiary or any such transferee may be acting), the Agent, any Lender or any
other Person, whether in connection with this Agreement, any Letter of Credit,
the Security Instruments, the transactions contemplated hereby or any unrelated
transaction; provided however, the foregoing shall not constitute a waiver,
release or estoppel with respect to any such claim, setoff, defense or other
rights which the Borrower may have at any time against the beneficiary of such
Letter of Credit or any transferee of such Letter of Credit (or any Persons for
whom any such beneficiary or any such transferee may be acting), the Agent, any
Lender or any other Person, whether in connection with this Agreement, any
Letter of Credit, the Security Instruments, the transactions contemplated
hereby or any unrelated transaction; (iv) any statement, certificate, draft,
notice or any other document presented under any Letter of Credit proves to
have been forged, fraudulent, insufficient or invalid in any respect or any
statement therein proves to have been untrue or inaccurate in any respect
whatsoever; and (v) payment by the Agent under any Letter of Credit against
presentation of a draft or certificate which appears on its face to comply, but
does not comply, with the terms of such Letter of Credit.

Notwithstanding anything in this Agreement to the contrary, the Borrower
will not be liable for payment or performance that results from the gross
negligence or willful misconduct of the Agent, except where the Borrower or any
of its Subsidiaries actually recovers the proceeds for itself or the Agent of
any payment made by the Agent in connection with such gross negligence or
willful misconduct.

(b) In the event of the occurrence of any Event of Default, a
payment or prepayment pursuant to Sections 2.07(b) or (c) hereof (resulting
from a Borrowing Base deficiency or obligations being outstanding in excess of
the Aggregate Maximum Credit Amounts) or the maturity of the Notes, whether by
acceleration or otherwise, an amount equal to the LC Exposure shall be deemed
to be forthwith due and owing by the Borrower to the Agent and the Lenders as
of the date of any such occurrence; and the Borrower's obligation to pay such
amount shall be absolute and unconditional, without regard to whether any
beneficiary of any such Letter of Credit has attempted to draw down all or a
portion of such amount under the terms of a Letter of Credit, and, to the
fullest extent permitted by applicable law, shall not be subject to any defense
or be affected by a right of set-off, counterclaim or recoupment which the
Borrower may now or hereafter have against any such beneficiary, the Agent, the
Lenders or any other Person for any reason whatsoever. Such payments (together
with all interest

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accruing thereon) shall be held by the Agent on behalf of the Lenders as cash
collateral securing the LC Exposure in an interest bearing account or accounts
at the Principal Office; and the Borrower hereby grants to the Agent a security
interest in such cash collateral. In the event of any such payment by the
Borrower of amounts contingently owing under outstanding Letters of Credit and
in the event that thereafter drafts or other demands for payment complying with
the terms of such Letters of Credit are not made prior to the respective
expiration dates thereof, the Agent agrees, if no Event of Default has occurred
and is continuing or if no other amounts are outstanding under this Agreement,
the Notes or the Security Instruments, to remit to the Borrower amounts for
which the contingent obligations evidenced by the Letters of Credit have
ceased.

(c) Each Lender severally and unconditionally agrees that it
shall promptly reimburse the Agent an amount equal to such Lender's Percentage
Share of any disbursement made by the Agent under any Letter of Credit that is
not reimbursed according to this Section 2.10.

Section 2.11 Lending Offices. The Loans of each Type made by
each Lender shall be made and maintained at such Lender's Applicable Lending
Office for Loans of such Type.

ARTICLE III
Payments of Principal and Interest

Section 3.01 Repayment of Loans. The Borrower will pay to the
Agent, for the account of each Lender, the principal payments required by this
Section 3.01. On the Termination Date the Borrower shall repay the outstanding
aggregate principal and accrued and unpaid interest under the Notes.

Section 3.02 Interest.

(a) The Borrower will pay to the Agent, for account of each
Lender, interest on the unpaid principal amount of each Loan made by such
Lender for the period commencing on the date such Loan is made to but excluding
the date such Loan shall be paid in full, at the following rates per annum:

(i) if such a Loan is an ABR Loan, the Alternative Base Rate
(as in effect from time to time) plus the Applicable Margin, but in no
event to exceed the Highest Lawful Rate; and

(ii) if such a Loan is a Eurodollar Loan, for each Interest
Period relating thereto, the Fixed Rate for such Loan plus the
Applicable Margin, but in no event to exceed the Highest Lawful Rate.

(b) Notwithstanding the foregoing, the Borrower will pay to
the Agent, for the account of each Lender interest at the applicable Post-
Default Rate on any principal of any Loan made by such Lender, and (to the
fullest extent permitted by law) on any other amount payable by the Borrower
hereunder, under any Security Instrument or under any Note held by such Lender
to or for account of such Lender, which shall not be paid in full when due
(whether at stated maturity, by acceleration or otherwise), for the period
commencing on the due date thereof until the same is paid in full.

(c) Accrued interest on ABR Loans shall be payable on each
Quarterly Date commencing on December 31, 1997, and on the Termination Date and
accrued interest on each

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Eurodollar Loan shall be payable on the last day of the Interest Period
therefor and, if such Interest Period is longer than three months at three-
month intervals following the first day of such Interest Period, except that
interest payable at the Post-Default Rate shall be payable from time to time on
demand and interest on any Eurodollar Loan that is converted into an ABR Loan
(pursuant to Section 5.04) shall be payable on the date of conversion (but only
to the extent so converted).

(d) Promptly after the determination of any interest rate
provided for herein or any change therein, the Agent shall notify the Lenders
to which such interest is payable and the Borrower thereof. Each determination
by the Agent of an interest rate or fee hereunder shall, except in cases of
manifest error, be final, conclusive and binding on the parties.

ARTICLE IV
Payments; Pro Rata Treatment; Computations; Etc.

Section 4.01 Payments. Except to the extent otherwise provided
herein, all payments of principal, interest and other amounts to be made by the
Borrower under this Agreement, the Notes and the Letter of Credit Agreements
shall be made in Dollars, in immediately available funds, to the Agent at such
account as the Agent shall specify by notice to the Borrower from time to time,
not later than 1:00 p.m. New York time on the date on which such payments shall
become due (each such payment made after such time on such due date to be
deemed to have been made on the next succeeding Business Day). Such payments
shall be made without (to the fullest extent permitted by applicable law)
defense, set-off or counterclaim, but shall not constitute a waiver, release or
estoppel with respect to any such defense, set-off or counterclaim. Each
payment to be made to the Agent under this Agreement or any Note for account of
a Lender shall be paid promptly to such Lender in immediately available funds.
Except as provided in clause (ii) of the provisions of the definition of
Interest Period, if the due date of any payment under this Agreement or any
Note would otherwise fall on a day which is not a Business Day such date shall
be extended to the next succeeding Business Day and interest shall be payable
for any principal so extended for the period of such extension. At the time of
each payment to the Agent of any principal of or interest on any borrowing, the
Borrower shall notify the Agent of the Loans to which such payment shall apply.
In the absence of such notice the Agent may specify the Loans to which such
payment shall apply, but to the extent possible such payment or prepayment will
be applied first to the Loans comprised of ABR Loans.

Section 4.02 Pro Rata Treatment. Except to the extent otherwise
provided herein each Lender agrees that: (i) each borrowing from the Lenders
under Section 2.01 shall be made from the Lenders pro rata in accordance with
their Percentage Share, each payment of commitment fee or other fees under
Sections 2.04(a) and (b) shall be made for account of the Lenders pro rata in
accordance with their Percentage Share, and each termination or reduction of
the amount of the Aggregate Maximum Credit Amounts under Section 2.03(b) shall
be applied to the Commitment of each Lender, pro rata according to the amounts
of its respective Commitment; (ii) each payment of principal of Loans by the
Borrower shall be made for account of the Lenders pro rata in accordance with
the respective unpaid principal amount of the Loans held by the Lenders; (iii)
each payment of interest on Loans by the Borrower shall be made for account of
the Lenders pro rata in accordance with the amounts of interest due and payable
to the respective Lenders; and (iv) each reimbursement by the Borrower of
disbursements under Letters of Credit shall be made for account of the Agent
or, if funded by the Lenders,

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<PAGE> 31
pro rata for the account of the Lenders in accordance with the amounts of
reimbursement obligations due and payable to each respective Lender.

Section 4.03 Computations. Interest on Eurodollar Loans and
fees shall be computed on the basis of a year of 360 days and actual days
elapsed (including the first day but excluding the last day) occurring in the
period for which such interest is payable, unless such calculation would exceed
the Highest Lawful Rate, in which case interest shall be calculated on the per
annum basis of a year of 365 or 366 days, as the case may be. Interest on ABR
Loans shall be computed on the basis of a year of 365 or 366 days, as the case
may be, and actual days elapsed (including the first day but excluding the last
day) occurring in the period for which such interest is payable.

Section 4.04 Non-receipt of Funds by the Agent. Unless the
Agent shall have been notified by a Lender or the Borrower prior to the date on
which such notifying party is scheduled to make payment to the Agent (in the
case of a Lender) of the proceeds of a Loan or a payment under a Letter of
Credit to be made by it hereunder or (in the case of the Borrower) a payment to
the Agent for account of one or more of the Lenders hereunder (such payment
being herein called the "Required Payment"), which notice shall be effective
upon receipt, that it does not intend to make the Required Payment to the
Agent, the Agent may assume that the Required Payment has been made and may, in
reliance upon such assumption (but shall not be required to), make the amount
thereof available to the intended recipient(s) on such date and, if such Lender
or the Borrower (as the case may be) has not in fact made the Required Payment
to the Agent, the recipient(s) of such payment shall, on demand, repay to the
Agent the amount so made available together with interest thereon in respect of
each day during the period commencing on the date such amount was so made
available by the Agent until but excluding the date the Agent recovers such
amount at a rate per annum which, for any Lender as recipient, will be equal to
the Federal Funds Rate, and for the Borrower as recipient, will be equal to the
Alternative Base Rate plus the Applicable Margin.

Section 4.05 Set-off, Sharing of Payments, Etc.

(a) The Borrower agrees that, in addition to (and without
limitation of) any right of set-off, bankers' lien or counterclaim a Lender may
otherwise have, each Lender shall have the right and be entitled (after
consultation with the Agent), at its option, to offset balances held by it or
by any of its Affiliates for account of the Borrower at any of its offices, in
Dollars or in any other currency, against any principal of or interest on any
of such Lender's Loans, or any other amount payable to such Lender hereunder,
which is not paid when due (regardless of whether such balances are then due to
the Borrower), in which case it shall promptly notify the Borrower and the
Agent thereof, provided that such Lender's failure to give such notice shall
not affect the validity thereof.

(b) If any Lender shall obtain payment of any principal of or
interest on any Loan made by it to the Borrower under this Agreement through
the exercise of any right of set-off, banker's lien or counterclaim or similar
right or otherwise, and, as a result of such payment, such Lender shall have
received a greater percentage of the principal or interest then due hereunder
by the Borrower to such Lender than the percentage received by any other
Lenders, it shall promptly (i) notify the Agent and each other Lender thereof
and (ii) purchase from such other Lenders participations in (or, if and to the
extent specified by such Lender, direct interests in) the Loans made by such
other Lenders (or in interest due thereon, as the case may be) in such amounts,
and make such other adjustments from time to time as shall

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<PAGE> 32
be equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal and/or interest on the Loans held by each of the Lenders. To
such end all the Lenders shall make appropriate adjustments among themselves
(by the resale of participations sold or otherwise) if such payment is
rescinded or must otherwise be restored. The Borrower agrees that any Lender
so purchasing a participation (or direct interest) in the Loans made by other
Lenders (or in interest due thereon, as the case may be) may exercise all
rights of set-off, banker's lien, counterclaim or similar rights with respect
to such participation as fully as if such Lender were a direct holder of Loans
in the amount of such participation. Nothing contained herein shall require
any Lender to exercise any such right or shall affect the right of any Lender
to exercise, and retain the benefits of exercising, any such right with respect
to any other indebtedness or obligation of the Borrower. If under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a set-off to which this Section 4.05 applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this Section 4.05 to share the benefits of any recovery on such secured
claim.

Section 4.06 Taxes.

(a) Payments Free and Clear. Any and all payments by the
Borrower hereunder shall be made, in accordance with Section 4.01, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its income, and franchise or similar taxes imposed on it, by (i) any
jurisdiction (or political subdivision thereof) of which the Agent or such
Lender, as the case may be, is a citizen or resident or in which such Lender
has an Applicable Lending Office, (ii) the jurisdiction (or any political
subdivision thereof) in which the Agent or such Lender is organized, or (iii)
any jurisdiction (or political subdivision thereof) in which such Lender or the
Agent is presently doing business which taxes are imposed solely as a result of
doing business in such jurisdiction (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "Taxes"). If the Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable hereunder to the Lenders or the
Agent (i) the sum payable shall be increased by the amount necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 4.06) such Lender or the Agent (as
the case may be) shall receive an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant taxing authority or other Governmental Authority in accordance with
applicable law.

(b) Other Taxes. In addition, to the fullest extent permitted
by applicable law, the Borrower agrees to pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement, any
Assignment or any Security Instrument (hereinafter referred to as "Other
Taxes").

(c) INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE BORROWER WILL INDEMNIFY EACH LENDER AND THE AGENT FOR THE
FULL AMOUNT OF TAXES AND OTHER TAXES (INCLUDING, BUT NOT LIMITED TO, ANY TAXES
OR OTHER TAXES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ON AMOUNTS PAYABLE UNDER
THIS SECTION 4.06) PAID BY SUCH

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<PAGE> 33
LENDER OR THE AGENT (ON THEIR BEHALF OR ON BEHALF OF ANY LENDER), AS THE CASE
MAY BE, AND ANY LIABILITY (INCLUDING PENALTIES, INTEREST AND EXPENSES) ARISING
THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES OR OTHER TAXES
WERE CORRECTLY OR LEGALLY ASSERTED UNLESS THE PAYMENT OF SUCH TAXES WAS NOT
CORRECTLY OR LEGALLY ASSERTED AND SUCH LENDER'S PAYMENT OF SUCH TAXES OR OTHER
TAXES WAS THE RESULT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ANY
PAYMENT PURSUANT TO SUCH INDEMNIFICATION SHALL BE MADE WITHIN THIRTY (30) DAYS
AFTER THE DATE ANY LENDER OR THE AGENT, AS THE CASE MAY BE, MAKES WRITTEN
DEMAND THEREFOR. IF ANY LENDER OR THE AGENT RECEIVES A REFUND OR CREDIT IN
RESPECT OF ANY TAXES OR OTHER TAXES FOR WHICH SUCH LENDER OR THE AGENT HAS
RECEIVED PAYMENT FROM THE BORROWER IT SHALL PROMPTLY NOTIFY THE BORROWER OF
SUCH REFUND OR CREDIT AND SHALL, IF NO DEFAULT HAS OCCURRED AND IS CONTINUING,
WITHIN THIRTY (30) DAYS AFTER RECEIPT OF A REQUEST BY THE BORROWER (OR PROMPTLY
UPON RECEIPT, IF THE BORROWER HAS REQUESTED APPLICATION FOR SUCH REFUND OR
CREDIT PURSUANT HERETO), PAY AN AMOUNT EQUAL TO SUCH REFUND OR CREDIT TO THE
BORROWER WITHOUT INTEREST (BUT WITH ANY INTEREST SO REFUNDED OR CREDITED),
PROVIDED THAT THE BORROWER, UPON THE REQUEST OF SUCH LENDER OR THE AGENT,
AGREES TO RETURN SUCH REFUND OR CREDIT (PLUS PENALTIES, INTEREST OR OTHER
CHARGES) TO SUCH LENDER OR THE AGENT IN THE EVENT SUCH LENDER OR THE AGENT IS
REQUIRED TO REPAY SUCH REFUND OR CREDIT.

(d) Lender Representations.

(i) Each Lender represents that it is either (i) a corporation
organized under the laws of the United States of America or any state
thereof or (ii) it is entitled to complete exemption from United States
withholding tax imposed on or with respect to any payments, including
fees, to be made to it pursuant to this Agreement (A) under an
applicable provision of a tax convention to which the United States of
America is a party or (B) because it is acting through a branch, agency
or office in the United States of America and any payment to be received
by it hereunder is effectively connected with a trade or business in the
United States of America. Each Lender that is not a corporation
organized under the laws of the United States of America or any state
thereof agrees to provide to the Borrower and the Agent on the Closing
Date, or on the date of its delivery of the Assignment pursuant to which
it becomes a Lender, and at such other times as required by United
States law or as the Borrower or the Agent shall reasonably request, two
accurate and complete original signed copies of either (A) Internal
Revenue Service Form 4224 (or successor form) certifying that all
payments to be made to it hereunder will be effectively connected to a
United States trade or business (the "Form 4224 Certification") or (B)
Internal Revenue Service Form 1001 (or successor form) certifying that
it is entitled to the benefit of a provision of a tax convention to
which the United States of America is a party which completely exempts
from United States withholding tax all payments to be made to it
hereunder (the "Form 1001 Certification"). In addition, each Lender
agrees that if it previously filed a Form 4224 Certification, it will
deliver to the Borrower and the Agent a new Form 4224 Certification
prior to the first payment date occurring in each of its subsequent
taxable years; and if it previously filed a Form 1001 Certification, it
will deliver to the Borrower and the Agent a new certification prior to
the first payment date falling in the third year following the previous
filing of such certification. Each Lender also agrees to deliver to the
Borrower and the Agent such other or supplemental forms as may at any
time be required as a result of changes in applicable law or regulation
in order to confirm or maintain in effect its entitlement to exemption
from United

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<PAGE> 34
States withholding tax on any payments hereunder, provided that the
circumstances of such Lender at the relevant time and applicable laws
permit it to do so. If a Lender determines, as a result of any change
in either (i) a Governmental Requirement or (ii) its circumstances, that
it is unable to submit any form or certificate that it is obligated to
submit pursuant to this Section 4.06, or that it is required to withdraw
or cancel any such form or certificate previously submitted, it shall
promptly notify the Borrower and the Agent of such fact. If a Lender is
organized under the laws of a jurisdiction outside the United States of
America, unless the Borrower and the Agent have received a Form 1001
Certification or Form 4224 Certification satisfactory to them indicating
that all payments to be made to such Lender hereunder are not subject to
United States withholding tax, the Agent (in consultation with the
Borrower) shall withhold taxes from such payments at the applicable
statutory rate. Each Lender agrees to indemnify and hold harmless from
any United States taxes, penalties, interest and other expenses, costs
and losses incurred or payable by (i) the Borrower or the Agent as a
result of such Lender's failure to submit any form or certificate that
it is required to provide pursuant to this Section 4.06 or (ii) the
Borrower or the Agent as a result of their reliance on any such form or
certificate which such Lender has provided to them pursuant to this
Section 4.06.

(ii) For any period with respect to which a Lender has failed
to provide the Borrower with the form required pursuant to this Section
4.06, if any, (other than if such failure is due to a change in a
Governmental Requirement occurring subsequent to the date on which a
form originally was required to be provided), such Lender shall not be
entitled to indemnification under Section 4.06 with respect to taxes
imposed by the United States which taxes would not have been imposed but
for such failure to provide such forms; provided, however, that should a
Lender, which is otherwise exempt from or subject to a reduced rate of
withholding tax becomes subject to taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as
such Lender shall reasonably request to assist such Lender to recover
such taxes.

(iii) Any Lender claiming any additional amounts payable
pursuant to this Section 4.06 shall use reasonable efforts (consistent
with legal and regulatory restrictions) to file any certificate or
document requested by the Borrower or the Agent or to change the
jurisdiction of its Applicable Lending Office or to contest any tax
imposed if the making of such a filing or change or contesting such tax
would avoid the need for or reduce the amount of any such additional
amounts that may thereafter accrue and would not, in the sole
determination of such Lender, be otherwise disadvantageous to such
Lender.

Section 4.07 Disposition of Proceeds. The Security Instruments
contain an assignment by the Borrower and its Restricted Subsidiaries unto and
in favor of the Agent for the benefit of the Lenders of all production and all
proceeds attributable thereto which may be produced from or allocated to the
Mortgaged Property, and the Security Instruments further provide in general for
the application of such proceeds to the satisfaction of the Indebtedness and
other obligations described therein and secured thereby. Notwithstanding the
assignment contained in such Security Instruments, unless there is in existence
an Event of Default, the Lenders agree that they will neither notify the
purchaser or purchasers of such production nor take any other action to cause
such proceeds to be remitted to the Lenders, but the Lenders will instead
permit such proceeds to be paid to the Borrower or such Restricted Subsidiary,
as applicable. In addition, unless there is in existence an Event of Default,
the Lenders will, upon written request of the Borrower given to the Agent,
execute and deliver, at the Borrower's expense, such transfer

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orders and other instruments reasonably necessary to allow payment of
production proceeds directly to the Borrower or such Restricted Subsidiary, as
applicable.

ARTICLE V
Capital Adequacy

Section 5.01 Additional Costs.

(a) Eurodollar Regulations, etc. The Borrower shall pay
directly to each Lender from time to time such amounts as such Lender may
determine to be necessary to compensate such Lender for any costs which it
determines are attributable to its making or maintaining of any Eurodollar
Loans or issuing or participating in Letters of Credit hereunder or its
obligation to make any Eurodollar Loans or issue or participate in any Letters
of Credit hereunder, or any reduction in any amount receivable by such Lender
hereunder in respect of any of such Eurodollar Loans, Letters of Credit or such
obligation (such increases in costs and reductions in amounts receivable being
herein called "Additional Costs"), resulting from any Regulatory Change which:
(i) changes the basis of taxation of any amounts payable to such Lender under
this Agreement or any Note in respect of any of such Eurodollar Loans or
Letters of Credit (other than taxes imposed on the overall net income of such
Lender or of its Applicable Lending Office for any of such Eurodollar Loans by
the jurisdiction in which such Lender has its principal office or Applicable
Lending Office); or (ii) imposes or modifies any reserve, special deposit,
minimum capital, capital ratio or similar requirements relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities of such Lender (including any of such Eurodollar Loans or any
deposits referred to in the definition of "Fixed Rate" in Section 1.02 hereof),
or the Commitment of such Lender or the Eurodollar interbank market; or (iii)
imposes any other condition affecting this Agreement or any Note (or any of
such extensions of credit or liabilities) or such Lender's Commitment. If any
Lender requests compensation from the Borrower under this Section 5.01(a), the
Borrower may, by notice to such Lender, suspend the obligation of such Lender
to make additional Loans of the Type with respect to which such compensation is
requested until the Regulatory Change giving rise to such request ceases to be
in effect (in which case the provisions of Section 5.04 shall be applicable).

(b) Regulatory Change. Without limiting the effect of the
provisions of Section 5.01(a), in the event that, by reason of any Regulatory
Change or any other circumstances arising after the Closing Date affecting such
Lender, the Eurodollar interbank market or such Lender's position in such
market, any Lender either (i) incurs Additional Costs based on or measured by
the excess above a specified level of the amount of a category of deposits or
other liabilities of such Lender which includes deposits by reference to which
the interest rate on Eurodollar Loans is determined as provided in this
Agreement or a category of extensions of credit or other assets of such Lender
which includes Eurodollar Loans or (ii) becomes subject to restrictions on the
amount of such a category of liabilities or assets which it may hold, then, if
such Lender so elects by notice to the Borrower, the obligation of such Lender
to make additional Eurodollar Loans shall be suspended until such Regulatory
Change or other circumstances ceases to be in effect (in which case the
provisions of Section 5.04 shall be applicable).

(c) Capital Adequacy. Without limiting the effect of the
foregoing provisions of this Section 5.01 (but without duplication), the
Borrower shall pay directly to any Lender from time to time on request such
amounts as such Lender may reasonably determine to be necessary to compensate
such Lender or its parent or holding company for any costs which it determines
are attributable to the

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<PAGE> 36
maintenance by such Lender or its parent or holding company (or any Applicable
Lending Office), pursuant to any Governmental Requirement following any
Regulatory Change, of capital in respect of its Commitment, its Note, its Loans
or any interest held by it in any Letter of Credit, such compensation to
include, without limitation, an amount equal to any reduction of the rate of
return on assets or equity of such Lender or its parent or holding company (or
any Applicable Lending Office) to a level below that which such Lender or its
parent or holding company (or any Applicable Lending Office) could have
achieved but for such Governmental Requirement.

Section 5.02 Limitation on Eurodollar Loans. Anything herein to
the contrary notwithstanding, if, on or prior to the determination of any Fixed
Rate for any Interest Period:

(i) the Agent determines (which determination shall be
conclusive, absent manifest error) that quotations of interest rates for
the relevant deposits referred to in the definition of "Fixed Rate" in
Section 1.02 are not being provided in the relevant amounts or for the
relevant maturities for purposes of determining rates of interest for
Eurodollar Loans as provided herein; or

(ii) the Agent determines (which determination shall be
conclusive, absent manifest error) that the relevant rates of interest
referred to in the definition of "Fixed Rate" in Section 1.02 upon the
basis of which the rate of interest for Eurodollar Loans for such
Interest Period is to be determined are not sufficient to adequately
cover the cost to the Lenders of making or maintaining Eurodollar Loans;

then the Agent shall give the Borrower prompt notice thereof, and so long as
such condition remains in effect, the Lenders shall be under no obligation to
make additional Eurodollar Loans.

Section 5.03 Illegality. Notwithstanding any other provision of
this Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain
Eurodollar Loans hereunder, then such Lender shall promptly notify the Borrower
thereof and such Lender's obligation to make Eurodollar Loans shall be
suspended until such time as such Lender may again make and maintain Eurodollar
Loans (in which case the provisions of Section 5.04 shall be applicable).

Section 5.04 ABR Loans Pursuant to Sections 5.01, 5.02 and 5.03.
If the obligation of any Lender to make Eurodollar Loans shall be suspended
pursuant to Sections 5.01, 5.02 or 5.03 ("Affected Loans"), all Affected Loans
which would otherwise be made by such Lender shall be made instead as ABR Loans
(and, if an event referred to in Section 5.01(b) or Section 5.03 has occurred
and such Lender so requests by notice to the Borrower, all Affected Loans of
such Lender then outstanding shall be automatically converted into ABR Loans on
the date specified by such Lender in such notice) and, to the extent that
Affected Loans are so made as (or converted into) ABR Loans, all payments of
principal which would otherwise be applied to such Lender's Affected Loans
shall be applied instead to its ABR Loans.

Section 5.05 Compensation. The Borrower shall pay to each
Lender within thirty (30) days of receipt of written request of such Lender
(which request shall set forth, in reasonable detail, the basis for requesting
such amounts and which shall be conclusive and binding for all purposes
provided

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<PAGE> 37
that such determinations are made on a reasonable basis), such amount or
amounts as shall compensate it for any loss, cost, expense or liability which
such Lender determines are attributable to:

(i) any payment, prepayment or conversion of a Eurodollar Loan
properly made by such Lender or the Borrower for any reason (including,
without limitation, the acceleration of the Loans pursuant to Section
10.01) on a date other than the last day of the Interest Period for such
Loan; or

(ii) any failure by the Borrower for any reason (including but
not limited to, the failure of any of the conditions precedent specified
in Article VI to be satisfied) to borrow, continue or convert a
Eurodollar Loan from such Lender on the date for such borrowing,
continuation or conversion specified in the relevant notice given
pursuant to Section 2.02(c).

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
which would have accrued on the principal amount so paid, prepaid or converted
or not borrowed for the period from the date of such payment, prepayment or
conversion or failure to borrow to the last day of the Interest Period for such
Loan (or, in the case of a failure to borrow, the Interest Period for such Loan
which would have commenced on the date specified for such borrowing) at the
applicable rate of interest for such Loan provided for herein over (ii) the
interest component of the amount such Lender would have bid in the London
interbank market for Dollar deposits of leading banks in amounts comparable to
such principal amount and with maturities comparable to such period (as
reasonably determined by such Lender).

Section 5.06 Avoidance of Taxes and Additional Costs.

(a) Change Applicable Funding Office. If a Lender makes any claim
under Section 4.06 or Section 5.01, such Lender shall be obligated to use
reasonable efforts to designate a different Applicable Lending Office for the
Commitment or the Loans of such Lender affected by such event if such
designation will avoid the need for, or reduce the amount of, such compensation
or the imposition of any Taxes and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender; provided that such Lender shall have
no obligation to so designate an Applicable Lending Office located in the
United States.

(b) Replacement. If any Lender claims (i) payment of Additional
Costs or other compensation under Section 5.01 (when such inability is not then
being claimed by substantially all of the Lenders), (ii) the inability to make
or maintain the Eurodollar Rate for its Loans pursuant to Section 5.01 or 5.03
(when such inability is not then being claimed by substantially all of the
Lenders) or (iii) payment of any Taxes pursuant to Section 4.06, then the
Borrower shall have the right, upon payment of such requested compensation or
indemnification, if applicable, to (i) prepay the Loans made by such Lender and
terminate the Commitment of such Lender on a non pro rata basis or (ii) subject
to the approval of the Agent (such approval not to be unreasonably withheld or
delayed), find one or more Persons willing to assume the Loans, Commitment and
other obligations of such Lender and replace such Lender pursuant to an
Assignment and Acceptance. Any such assumption shall be effected pursuant to
Section 12.06(b). The Borrower shall not, however, be entitled to replace any
Lender if an event which with notice or lapse of time, or both, would
constitute a Default or an Event of Default exists at the time.

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(c) Compensation Procedure. Each Lender will notify the Agent and
the Borrower of any event occurring after the date of this Agreement which will
entitle such Lender to compensation pursuant to Section 4.06 or Article V as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation. Each Lender will furnish the Agent and the Borrower
with a certificate setting forth the basis and amount of each request by such
Lender for compensation or indemnification and specify the Section pursuant to
which it is claiming compensation or indemnification. Such certificate shall
also include a statement from such Lender that it is asserting its right for
indemnity or compensation not solely with respect to its Maximum Credit Amount
or the Indebtedness outstanding under this Agreement, but is generally making
such claims with respect to similar borrowers under similar transactions to the
one contemplated by this Agreement. Determinations and allocations by any
Lender for purposes of Section 4.06 and Article V of the effect of any
Regulatory Change pursuant to Sections 5.01(a) or (b), or of the effect of
capital maintained pursuant to Section 5.01(c), on its costs or rate of return
of maintaining Loans or issuing or participating in Letters of Credit or its
obligation to make Loans or issue or participate in Letters of Credit, or on
amounts receivable by it in respect of Loans or such obligations, and of the
additional amounts required to compensate such Lender shall be conclusive,
provided that such determinations and allocations are made on a reasonable
basis. Any demand for compensation pursuant to Article V (other than Section
4.06) must be made on or before six (6) months after the Lender incurs the
expense, cost or economic loss referred to or such Lender shall be deemed to
have waived the right to such compensation. Any demand for compensation
pursuant to Section 4.06 must be made on or before twelve (12) months after the
Lender incurs the expense, cost or economic loss referred to or such Lender
shall be deemed to have waived the right to such compensation.

ARTICLE VI
Conditions Precedent

Section 6.01 Initial Funding.

The obligation of the Lenders to make the Initial Funding is
subject to the receipt by the Agent and the Lenders of all fees payable
pursuant to Section 2.04 on or before the Closing Date or otherwise under this
Agreement and the following documents and satisfaction of the other conditions
provided in this Section 6.01, each of which shall be satisfactory to the Agent
in form and substance:

(a) A certificate of the Secretary or an Assistant Secretary
of the Borrower setting forth (i) resolutions of its board of directors with
respect to the authorization of the Borrower to execute and deliver the Loan
Documents to which it is a party and to enter into the transactions
contemplated in those documents, (ii) the officers of the Borrower (y) who are
authorized to sign the Loan Documents to which it is a party and (z) who will,
until replaced by another officer or officers duly authorized for that purpose,
act as its representative for the purposes of signing documents and giving
notices and other communications in connection with this Agreement and the
transactions contemplated hereby, (iii) specimen signatures of the authorized
officers, and (iv) the articles or certificate of incorporation and bylaws of
the Borrower, certified as being true and complete. The Agent and the Lenders
may conclusively rely on such certificate until the Agent receives notice in
writing from the Borrower to the contrary.

(b) A certificate of the Secretary or an Assistant Secretary
of each Person who is a Guarantor as of the Closing Date setting forth (i)
resolutions of its board of directors with respect to the

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authorization of such Person to execute and deliver the Loan Documents to which
it is a party and to enter into the transactions contemplated in those
documents, (ii) the officers of such Person (y) who are authorized to sign the
Loan Documents to which it is a party and (z) who will, until replaced by
another officer or officers duly authorized for that purpose, act as its
representative for the purposes of signing documents and giving notices and
other communications in connection with this Agreement and the transactions
contemplated hereby, (iii) specimen signatures of the authorized officers, and
(iv) the articles or certificate of incorporation and bylaws of such Person,
certified as being true and complete. The Agent and the Lenders may
conclusively rely on such certificate until the Agent receives notice in
writing from the Borrower to the contrary.

(c) Certificates of the appropriate state agencies with
respect to the existence, qualification and good standing of each Person who is
a Guarantor as of the Closing Date and the Borrower.

(d) The Loan Documents, duly completed and executed.

(e) The Security Instruments, including those described on
Exhibit D, duly completed and executed in sufficient number of counterparts for
recording, if necessary.

(f) An opinion of Andrews & Kurth L.L.P., special counsel to
the Parent Company and the Borrower and opinion of Onebane, Bernard, Torian,
Diaz, McNamara & Abell, special Louisiana counsel to the Borrower, in each case
in form and substance reasonably acceptable to the Agent.

(g) A certificate of insurance coverage of the Borrower
evidencing that the Borrower is carrying insurance in accordance with Section
7.19.

(h) The Agent shall be reasonably satisfied with both the
environmental condition of the Oil and Gas Properties of the Borrower and its
Restricted Subsidiaries and the title of Borrower and its Restricted
Subsidiaries to such Properties.

(i) The Security Instruments and accompanying financing
statements covering the Mortgaged Property shall have been properly filed and
recorded in the appropriate offices to establish and perfect the Liens and
security interests created thereby on at least 85% of the value of the proven
Oil and Gas Properties utilized in determining the Borrowing Base.

(j) The Agent shall have been furnished with appropriate UCC
search certificates of the Parent Company and its Restricted Subsidiaries,
including the Borrower, reflecting no Liens on any of their Properties except
for such Liens permitted by Section 9.02.

(k) The Agent shall have received evidence of the agreement by
CT Corporation System to act as agent for service of process in New York on
behalf of the Borrower and each Guarantor.
(l) The Parent Company and the Borrower have received all
required consents that are, or with reasonable certainty may be, required for
the consummation of Loan Documents and the transactions contemplated thereby.

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(m) After the execution and delivery of the Loan Documents and
the consummation of the transactions contemplated therein, there will not be
any violation of any other material agreement or material contractual
obligation of the Parent Company or any of its Subsidiaries.

(n) A copy of the supplemental indenture covenant defeasing or
amending the Indenture.

(o) Such other documents and financial information as the
Agent may reasonably request regarding the Borrower and any Person who is a
Guarantor as of the Closing Date.

Section 6.02 Initial and Subsequent Loans. The obligation of
the Lenders to make Loans to the Borrower upon the occasion of each borrowing
hereunder and to issue, renew, extend or reissue Letters of Credit for the
account of the Borrower (including the Initial Funding) is subject to the
further conditions precedent that, as of the date of such Loans or such
issuance, renewal, extension or reissuance, and after giving effect thereto:
(i) no Default shall have occurred and be continuing; (ii) no Material Adverse
Effect shall have occurred; and (iii) the representations and warranties made
by the Borrower in Article VII and by the Borrower and each Guarantor in the
Security Instruments shall be true on and as of the date of the making of such
Loans or issuance, renewal, extension or reissuance with the same force and
effect as if made on and as of such date and following such new borrowing or
such issuance, renewal, extension or reissuance, except to the extent such
representations and warranties are expressly limited to an earlier date or the
Majority Lenders may expressly consent in writing to the contrary.

Each request for a borrowing or issuance, renewal, extension or
reissuance of a Letter of Credit by the Borrower hereunder shall constitute a
certification by the Borrower to the effect set forth in the preceding
paragraph (both as of the date of such notice and, unless the Borrower
otherwise notifies the Agent prior to the date of and immediately following
such borrowing or issuance, renewal, extension or reissuance of a Letter of
Credit as of the date thereof).

The obligation of the Lenders to make Loans to the Borrower or of
the Agent to issue Letters of Credit, if, after giving effect thereto, the
aggregate principal amount of all the Loans then outstanding and the LC
Exposure would be in excess of $130,000,000, is subject to the further
condition precedent that the Borrower deliver a certificate from a Responsible
Officer, in form of Exhibit C hereto, certifying that, as of the date of
incurrence, the Borrower is permitted to incur such Indebtedness under the
Subordinated Indentures and setting forth in reasonable detail calculations to
support the certification.

Section 6.03 Conditions Relating to Letters of Credit. In
addition to the satisfaction of all other conditions precedent set forth in
this Article VI, the issuance, renewal, extension or reissuance of the Letters
of Credit referred to in Section 2.01(b) hereof is subject to the following
conditions precedent:

(a) At least three (3) Business Days prior to the date of the
issuance and at least thirty (30) Business Days prior to the date of the
renewal, extension or reissuance of each Letter of Credit, the Agent shall have
received a written request for a Letter of Credit.

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(b) Each of the Letters of Credit shall (i) be issued by the
Agent, (ii) contain such terms and provisions as are reasonably required by the
Agent, (iii) be for the account of the Borrower and (v) expire not later than
two (2) Business Days before the Termination Date.

(c) The Borrower shall have duly and validly executed and
delivered to the Agent a Letter of Credit Agreement pertaining to the Letter of
Credit.

ARTICLE VII
Representations and Warranties

The Borrower represents and warrants to the Agent and the Lenders that
(each representation and warranty herein is given as of the Closing Date and
shall be deemed repeated and reaffirmed on the dates of each borrowing and
issuance, renewal, extension or reissuance of a Letter of Credit as provided in
Section 6.02):

Section 7.01 Existence. The Borrower and each of its Restricted
Subsidiaries (i) is duly organized, legally existing and in good standing under
the laws of the jurisdiction of its formation; (ii) has all requisite corporate
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (iii) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify would have a Material
Adverse Effect.

Section 7.02 Financial Condition. Except as disclosed in
Schedule 7.02 or reflected in the Financial Statements, neither the Borrower
nor any of its Restricted Subsidiaries has on the Closing Date any material
Debt, contingent liabilities, liabilities for taxes, unusual forward or long-
term commitments or unrealized or anticipated losses from any unfavorable
commitments. Except as disclosed in writing to the Lenders since December 31,
1996, there has been no change or event having a Material Adverse Effect.

Section 7.03 Litigation. Except as disclosed to the Lenders in
Schedule 7.03 hereto, at the Closing Date there is no litigation, legal,
administrative or arbitral proceeding, investigation or other action of any
nature pending or, to the knowledge of the Borrower threatened against or
affecting the Borrower or any of its Restricted Subsidiaries which involves the
possibility of any judgment or liability against the Borrower or any of its
Restricted Subsidiaries not fully covered by insurance (except for normal
deductibles), and which would have a Material Adverse Effect.

Section 7.04 No Breach. Neither the execution and delivery of
the Loan Documents, nor compliance with the terms and provisions hereof will
conflict with or result in a breach of, or require any consent which has not
been obtained as of the Closing Date under, the respective charter or by-laws
of the Borrower or any of its Restricted Subsidiaries, or any Governmental
Requirement or any agreement or instrument to which such Person is a party or
by which it is bound or to which it or its Properties are subject, or
constitute a default under any such agreement or instrument, or result in the
creation or imposition of any Lien upon any of the revenues or assets of the
Borrower or any of its Restricted Subsidiaries pursuant to the terms of any
such agreement or instrument other than the Liens created by the Loan
Documents.

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Section 7.05 Authority. The Borrower and each of its Restricted
Subsidiaries have all necessary power and authority to execute, deliver and
perform the obligations under the Loan Documents to which it is a party; the
execution, delivery and performance by the Borrower and each of its Restricted
Subsidiaries of the Loan Documents to which it is a party, have been duly
authorized by all necessary corporate action; and the Loan Documents to which
each such Person is a party constitute the legal, valid and binding obligations
of such Person enforceable in accordance with their terms.

Section 7.06 Approvals. No authorizations, approvals or
consents of, and no filings or registrations with, any Governmental Authority
are necessary for the execution, delivery or performance by the Borrower or any
of its Restricted Subsidiaries of the Loan Documents to which it is a party or
for the validity or enforceability thereof, except for the recording and filing
of the Security Instruments as required by this Agreement.

Section 7.07 Use of Loans. The proceeds of the Loans shall be
used to refinance existing debt and for general working capital purposes
including the acquisition and development of oil and gas properties, the
exploration and development of oil and gas reserves and the making of
intercompany loans, investments and dividends to the extent permitted by this
Agreement. The Borrower is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate, of buying or carrying margin stock (within
the meaning of Regulation G, U or X of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan hereunder will be used
to buy or carry any margin stock.

Section 7.08 ERISA.

(a) The Borrower and each of its Subsidiaries and ERISA
Affiliates have complied in all material respects with ERISA and, where
applicable, the Code regarding each Plan.

(b) Each Plan is, and has been, maintained in substantial
compliance with ERISA and, where applicable, the Code.

(c) To the best knowledge of the Borrower, no act, omission or
transaction has occurred which could result in imposition on the Borrower or
any of its Subsidiaries or ERISA Affiliates (whether directly or indirectly) of
(i) either a civil penalty assessed pursuant to section 502(c), (i) or (l) of
ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii)
breach of fiduciary duty liability damages under section 409 of ERISA.

(d) No Plan (other than a defined contribution plan) or any
trust created under any such Plan has been terminated since September 2, 1974.
No liability to the PBGC (other than for the payment of current premiums which
are not past due) by the Borrower or any of its Subsidiaries or ERISA
Affiliates has been or is expected by the Borrower or any of its Subsidiaries
or ERISA Affiliates to be incurred with respect to any Plan. No ERISA Event
with respect to any Plan has occurred.

(e) Full payment when due has been made of all amounts which
the Borrower or any of its Subsidiaries or ERISA Affiliates is required under
the terms of each Plan or applicable law to have paid as contributions to such
Plan, and no accumulated funding deficiency (as defined in section 302 of ERISA
and section 412 of the Code), whether or not waived, exists with respect to any
Plan.

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(f) The actuarial present value of the benefit liabilities
under each Plan which is subject to Title IV of ERISA does not, as of the end
of the Borrower's most recently ended fiscal year, exceed the current value of
the assets (computed on a plan termination basis in accordance with Title IV of
ERISA) of such Plan allocable to such benefit liabilities. The term "actuarial
present value of the benefit liabilities" shall have the meaning specified in
section 4041 of ERISA.

(g) None of the Borrower, its Subsidiaries or ERISA Affiliates
sponsors, maintains, or contributes to an employee welfare benefit plan, as
defined in section 3(1) of ERISA, including, without limitation, any such plan
maintained to provide benefits to former employees of such entities, that may
not be terminated by the Borrower or any of its Subsidiaries or ERISA
Affiliates in its sole discretion at any time without any material liability.

(h) None of the Borrower or any of its Subsidiaries or ERISA
Affiliates sponsors, maintains or contributes to, or has at any time in the
preceding six calendar years, sponsored, maintained or contributed to, any
Multiemployer Plan.

(i) None of the Borrower or any of its Subsidiaries or ERISA
Affiliates is required to provide security under section 401(a)(29) of the Code
due to a Plan amendment that results in an increase in current liability for
the Plan.

Section 7.09 Taxes. Except as set out in Schedule 7.09, the
Borrower and each of its Restricted Subsidiaries has filed all United States
Federal income tax returns and, to the best of the Borrower's knowledge, all
other tax returns which are required to be filed by them and have paid all
material taxes due pursuant to such returns or pursuant to any assessment
received by the Borrower or any of its Restricted Subsidiaries. The charges,
accruals and reserves on the books of the Borrower and its Restricted
Subsidiaries in respect of taxes and other governmental charges are, in the
opinion of the Borrower, adequate. No tax lien has been filed and, to the
knowledge of the Borrower, no claim is being asserted with respect to any such
tax, fee or other charge.

Section 7.10 Titles, etc.

(a) Except as set out in Schedule 7.10, each of the Borrower
and its Restricted Subsidiaries has good and defensible title to its material
(individually or in the aggregate) Properties, free and clear of all Liens
except Liens permitted by Section 9.02. Except as set forth in Schedule 7.10,
after giving full effect to the Excepted Liens, the Borrower and its Restricted
Subsidiaries own the net interests in production attributable to the lands and
leases reflected in the most recently delivered Reserve Report and the
ownership of such Properties shall not in any material respect obligate the
Borrower to bear the costs and expenses relating to the maintenance,
development and operations of each such Property in an amount in excess of the
working interest of each Property set forth in the most recently delivered
Reserve Report. All information contained in the most recently delivered
Reserve Report is true and correct in all material respects as of the date
thereof.

(b) All material leases and agreements necessary for the
conduct of the business of the Borrower and its Restricted Subsidiaries are
valid and subsisting and are in full force and effect. There exists no default
or event or circumstance which with the giving of notice or the passage of time

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or both would give rise to a default under any such lease or leases which would
have a Material Adverse Effect.

(c) The rights, properties and other assets presently owned,
leased or licensed by the Borrower and its Restricted Subsidiaries including,
without limitation, all easements and rights of way, include all rights,
Properties and other assets necessary to permit the Borrower and its Restricted
Subsidiaries to conduct their business in all material respects in the same
manner as its business has been conducted prior to the Closing Date.

(d) All of the assets and Properties of the Borrower and its
Restricted Subsidiaries which are reasonably necessary for the operation of its
business are in good working condition and are maintained in accordance with
prudent business standards.

Section 7.11 Solvency. The Borrower (a) is not insolvent as of
the Closing Date and will not be rendered insolvent as a result of the
execution, delivery and performance of its obligations under this Agreement,
(b) is not engaged in business or a transaction, or about to engage in a
business or a transaction, for which any property or assets remaining with the
Borrower is unreasonably small capital, and (c) does not intend to incur, or
believe it will incur, debts that will be beyond its ability to pay as such
debts mature.

Section 7.12 Investment Company Act. Neither the Borrower nor
any of its Subsidiaries is an "investment company" or a company "controlled" by
an "investment company," within the meaning of the Investment Company Act of
1940, as amended.

Section 7.13 Public Utility Holding Company Act. Neither the
Borrower nor any of its Subsidiaries is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," or a "public utility" within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 7.14 Subsidiaries and Partnerships. Except as set forth
on Schedule 7.14, the Borrower has no Subsidiaries and has no interest in any
partnerships. Except as set forth on Schedule 7.14, the Borrower has no
Unrestricted Subsidiaries.

Section 7.15 Location of Business and Offices. The Borrower's
principal place of business and chief executive offices are located at the
address stated on the signature page of this Agreement. The principal place of
business and chief executive office of each Subsidiary are located at the
addresses stated on Schedule 7.14.

Section 7.16 Restriction on Liens. Except for the Subordinated
Indentures, neither the Borrower nor any of its Restricted Subsidiaries is a
party to any agreement or arrangement (other than this Agreement and the
Security Instruments), or subject to any order, judgment, writ or decree, which
either restricts or purports to restrict its ability to grant Liens to other
Persons on or in respect of their respective assets of Properties.

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Section 7.17 Environmental Matters. Except (i) as provided in
Schedule 7.17 or (ii) as would not have a Material Adverse Effect (or with
respect to (c), (d) and (e) below, where the failure to take such actions would
not have a Material Adverse Effect):

(a) Neither any Property of the Borrower or any of its
Subsidiaries nor the operations conducted thereon violate any order or
requirement of any court or Governmental Authority or any Environmental Laws;

(b) Without limitation of clause (a) above, no Property of the
Borrower or any of its Subsidiaries nor the operations currently conducted
thereon or, to the best knowledge of the Borrower, by any prior owner or
operator of such Property or operation, are in violation of or subject to any
existing, pending or (to the knowledge of the Borrower) threatened action,
suit, investigation, inquiry or proceeding by or before any court or
Governmental Authority or to any remedial obligations under Environmental Laws;

(c) All notices, permits, licenses or similar authorizations,
if any, required to be obtained or filed in connection with the operation or
use of any and all Property of the Borrower and each of its Restricted
Subsidiaries, including without limitation past or present treatment, storage,
disposal or release of a hazardous substance or solid waste into the
environment, have been duly obtained or filed, and the Borrower and each of its
Restricted Subsidiaries are in compliance with the terms and conditions of all
such notices, permits, licenses and similar authorizations;

(d) All hazardous substances, solid waste, and oil and gas
exploration and production wastes, if any, generated at any and all Property of
the Borrower or any of its Subsidiaries have in the past been transported,
treated and disposed of in accordance with Environmental Laws and so as not to
pose an imminent and substantial endangerment to public health or welfare or
the environment, and, to the best knowledge of the Borrower, all such transport
carriers and treatment and disposal facilities have been and are operating in
compliance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment, and
are not the subject of any existing, pending or (to the knowledge of the
Borrower) threatened action, investigation or inquiry by any Governmental
Authority in connection with any Environmental Laws;

(e) The Borrower has taken all steps reasonably necessary to
determine and has determined that no hazardous substances, solid waste, or oil
and gas exploration and production wastes, have been disposed of or otherwise
released and there has been no threatened release of any hazardous substances
on or to any Property of the Borrower or any of its Subsidiaries except in
compliance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment;

(f) To the extent applicable, all Property of the Borrower and
each of its Subsidiaries currently satisfies all financial responsibility,
spill prevention, facility design, operation, and equipment requirements
imposed by the OPA or scheduled as of the Closing Date to be imposed by OPA
during the term of this Agreement, and the Borrower does not have any reason to
believe that such Property, to the extent subject to OPA, will not be able to
maintain compliance with the OPA requirements during the term of this
Agreement; and

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(g) Neither the Borrower nor any of its Subsidiaries has any
known contingent liability in connection with any release or threatened release
of any oil, hazardous substance or solid waste into the environment.

Section 7.18 Compliance with the Law. Neither the Borrower nor
any of its Restricted Subsidiaries has violated any Governmental Requirement or
failed to obtain any license, permit, franchise or other governmental
authorization necessary for the ownership of any of its Properties or the
conduct of its business, which violation or failure would have (in the event
such violation or failure were asserted by any Person through appropriate
action) a Material Adverse Effect. Except for such acts or failures to act as
would not have a Material Adverse Effect, the Oil and Gas Properties (and
properties unitized therewith) have been maintained, operated and developed in
a good and workmanlike manner and in substantial conformity with all applicable
laws and all rules, regulations and orders of all duly constituted authorities
having jurisdiction and in substantial conformity with the provisions of all
leases, subleases or other contracts comprising a part of the Hydrocarbon
Interests and other contracts and agreements forming a part of the Oil and Gas
Properties; specifically in this connection, (i) after the Closing Date, no Oil
and Gas Property is subject to having allowable production reduced below the
full and regular allowable (including the maximum permissible tolerance)
because of any overproduction (whether or not the same was permissible at the
time) prior to the Closing Date and (ii) none of the wells comprising a part of
the Oil and Gas Properties (or properties unitized therewith) are deviated from
the vertical more than the maximum permitted by applicable laws, regulations,
rules and orders, and such wells are, in fact, bottomed under and are producing
from, and the well bores are wholly within, the Oil and Gas Properties (or in
the case of wells located on properties unitized therewith, such unitized
properties).

Section 7.19 Insurance. Schedule 7.19 attached hereto contains
an accurate and complete description of all material policies of fire,
liability, workmen's compensation and other forms of insurance owned or held by
the Borrower and each of its Restricted Subsidiaries. All such policies are in
full force and effect, all premiums with respect thereto covering all periods
up to and including the date of the closing have been paid, and no notice of
cancellation or termination has been received with respect to any such policy.
Such policies are sufficient for compliance with all requirements of law and of
all agreements to which the Borrower or any of its Restricted Subsidiaries are
a party; are valid, outstanding and enforceable policies; provide adequate
insurance coverage in at least such amounts and against at least such risks
(but including in any event public liability) as are usually insured against in
the same general area by companies engaged in the same or a similar business
for the assets and operations of the Borrower and each of its Restricted
Subsidiaries; will remain in full force and effect through the respective dates
set forth in Schedule 7.19 without the payment of additional premiums; and will
not in any way be affected by, or terminate or lapse by reason of, the
transactions contemplated by this Agreement. Schedule 7.19 identifies all
material risks, if any, which the Borrower and its Restricted Subsidiaries and
their respective Board of Directors or officers have designated as being self
insured. Neither the Borrower nor any of its Restricted Subsidiaries has been
refused any insurance with respect to its assets or operations, nor has its
coverage been limited below usual and customary policy limits, by an insurance
carrier to which it has applied for any such insurance or with which it has
carried insurance during the last three years. Each such policy of insurance
covering liability to third parties shall be endorsed not only to name the
Agent and the Lenders as additional insureds but also to provide that neither
the Agent nor any Lender shall be liable for the non-payment of premium
associated with such policy.

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Section 7.20 Hedging Agreements. Schedule 7.20 sets forth, as
of the Closing Date, a true and complete list of all Hedging Agreements
(including commodity price swap agreements, forward agreements or contracts of
sale which provide for prepayment for deferred shipment or delivery of oil, gas
or other commodities) of the Borrower and each of its Restricted Subsidiaries,
the material terms thereof (including the type, term, effective date,
termination date and notional amounts or volumes), the net mark to market value
thereof, all credit support agreements relating thereto (including any margin
required or supplied), and the counterparty to each such agreement.

Section 7.21 Gas Imbalances. As of the Closing Date, except as
set forth on Schedule 7.21 or on the most recent certificate delivered pursuant
to Section 8.07(c), on a net basis there are no gas imbalances, take or pay or
other prepayments with respect to the Borrower's and its Restricted
Subsidiaries' Oil and Gas Properties which would require the Borrower to
deliver Hydrocarbons produced from the Oil and Gas Properties at some future
time without then or thereafter receiving full payment therefor exceeding
5,000,000 mcf of gas in the aggregate.

ARTICLE VIII
Affirmative Covenants

The Borrower covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of all Loans hereunder, all
interest thereon and all other amounts payable by the Borrower hereunder:

Section 8.01 Financial Information. The Borrower shall deliver,
or shall cause to be delivered, to the Agent with sufficient copies of each for
the Lenders:

(a) From time to time such other information regarding the
business, affairs or financial condition of the Borrower, or any of its
Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and
any reports or other information required to be filed under ERISA) as any
Lender or the Agent may reasonably request.

(b) At the time the Parent Company furnishes each set of
financial statements pursuant to clauses (i) and (ii) of Section 3.02(a) of the
Guaranty Agreement, a report, in form and substance satisfactory to the Agent,
setting forth as of the last day of such fiscal quarter or year: (i) a true
and complete list of all Hedging Agreements (including commodity price swap
agreements, forward agreements or contracts of sale which provide for
prepayment for deferred shipment or delivery of oil, gas or other commodities)
of the Borrower and each of its Restricted Subsidiaries, the material terms
thereof (including the type, term, effective date, termination date and
notional amounts or volumes), the net mark to market value therefor, any new
credit support agreements relating thereto not listed on Schedule 7.20, any
margin required or supplied under any credit support document, and the
counterparty to each such agreement; and (ii) the amount of investments, loans
and advances made to its Unrestricted Subsidiaries pursuant to Section 9.03(k).

Section 8.02 Litigation. The Borrower shall promptly give to
the Agent notice of: (i) all legal or arbitral proceedings, and of all
proceedings before any Governmental Authority affecting the Borrower or any of
its Restricted Subsidiaries, except proceedings which, if adversely determined,
would not have a Material Adverse Effect, and (ii) of any litigation or
proceeding affecting the Borrower or any

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of its Restricted Subsidiaries in which the amount involved is in excess of
$5,000,000 and not covered by insurance, or in which injunctive or similar
relief is sought. The Borrower will, and will cause each of its Restricted
Subsidiaries to, promptly notify the Agent and each of the Lenders of any
claim, judgment, Lien or other encumbrance affecting any Property of the
Borrower or any of its Restricted Subsidiaries if the value of the claim,
judgment, Lien, or other encumbrance affecting such Property shall individually
or in the aggregate exceed $5,000,000.

Section 8.03 Maintenance, Etc.

(a) The Borrower shall and shall cause each of its Restricted
Subsidiaries to preserve and maintain its corporate existence and all of its
material rights, privileges and franchises; keep books of record and account in
which full, true and correct entries will be made of all dealings or
transactions in relation to its business and activities; comply with all
Governmental Requirements if failure to comply with such requirements will have
a Material Adverse Effect; pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on
any of its Property prior to the date on which penalties attach thereto, except
for any such tax, assessment, charge or levy the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained; upon reasonable notice, permit representatives
of the Agent or any Lender, during normal business hours, to examine, copy and
make extracts from its books and records, to inspect its Properties, and to
discuss its business and affairs with its officers, all to the extent
reasonably requested by such Lender or the Agent (as the case may be); and
keep, or cause to be kept, insured by financially sound and reputable insurers
all Property of a character usually insured by Persons engaged in the same or
similar business similarly situated against loss or damage of the kinds and in
the amounts customarily insured against by such Persons and carry such other
insurance as is usually carried by such Persons including, without limitation,
environmental risk insurance to the extent reasonably available.

(b) Contemporaneously with the delivery of the annual, audited
financial statements of the Parent Company under the Guaranty Agreement, the
Borrower will furnish or cause to be furnished to the Agent (who shall promptly
furnish a copy to each of the Lenders) a certificate of insurance coverage from
the insurer in form and substance satisfactory to the Agent and, if requested,
will furnish the Agent (who shall promptly furnish a copy to each of the
Lenders) copies of the applicable policies.

(c) The Borrower will and will cause each of its Restricted
Subsidiaries to operate their Properties or cause such Properties to be
operated in a careful and efficient manner in accordance with the practices of
the industry and in compliance with all applicable contracts and agreements and
in compliance in all material respects with all Governmental Requirements.

(d) The Borrower will and will cause each of its Restricted
Subsidiaries to, at its own expense, do or cause to be done all things
reasonably necessary to preserve and keep in good repair, working order and
efficiency all of its Oil and Gas Properties and other material Properties
including, without limitation, all equipment, machinery and facilities, and
from time to time will make all the reasonably necessary repairs, renewals and
replacements so that at all times the state and condition of its Oil and Gas
Properties and other material Properties will be fully preserved and
maintained, except to the extent, in such Person's sole discretion, a portion
of such Properties is no longer capable of producing Hydrocarbons in
economically reasonable amounts. The Borrower will and will cause each of its
Restricted Subsidiaries to promptly: (i) pay and discharge, or make reasonable
and customary efforts to

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cause to be paid and discharged, all delay rentals, royalties, expenses and
indebtedness accruing under the leases or other agreements affecting or
pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and
customary efforts to cause to be performed, in accordance with industry
standards, the obligations required by each and all of the assignments, deeds,
leases, sub-leases, contracts and agreements affecting its interests in its Oil
and Gas Properties and other material Properties, (iii) will and will cause
each of its Restricted Subsidiaries to do all other things necessary to keep
unimpaired, except for Liens described in Section 9.02, its rights with respect
thereto and prevent any forfeiture thereof or a default thereunder, except to
the extent, in such Person's sole discretion, a portion of such Properties is
no longer capable of producing Hydrocarbons in economically reasonable amounts.
The Borrower will and will cause each of its Restricted Subsidiaries to operate
its Oil and Gas Properties and other material Properties or cause or make
reasonable and customary efforts to cause such Oil and Gas Properties and other
material Properties to be operated in a careful and efficient manner in
accordance with the practices of the industry and in compliance with all
applicable contracts and agreements and in compliance in all material respects
with all Governmental Requirements.

(e) The Agent shall have received, within 90 days of the
Closing Date, evidence in form and substance satisfactory to the Agent that (i)
the Borrower has obtained all resolutions, orders, consents, approvals and
authorizations and has made all filings and other notifications (governmental
or otherwise) required in connection with the perfection of its or its
Restricted Subsidiaries' title to their Oil and Gas Properties and the Liens
granted pursuant to the Security Instruments, or the transactions contemplated
thereby, including but not limited to, approval by the Department of Natural
Resources, Office of Mineral Resources (State Mineral Board) of the State of
Louisiana to hold title to their Oil and Gas Properties in which the State of
Louisiana is the lessor and the United States Department of Interior, Minerals
Management Service to hold title to their Oil and Gas Properties located on the
Outer Continental Shelf and (ii) that the Agent has duly perfected Liens on not
less than 90% of the value of the Oil and Gas Properties evaluated in the
Initial Reserve Report.

Section 8.04 Environmental Matters.

(a) The Borrower will and will cause each of its Subsidiaries
to establish and implement such procedures as may be reasonably necessary to
continuously determine and assure that any failure of the following does not
have a Material Adverse Effect: (i) all Property of the Borrower and its
Subsidiaries and the operations conducted thereon are in compliance with and do
not violate the requirements of any Environmental Laws, (ii) no oil, hazardous
substances or solid wastes are disposed of or otherwise released on or to any
Property owned by any such party except in compliance with Environmental Laws,
(iii) no hazardous substance will be released on or to any such Property in a
quantity equal to or exceeding that quantity which requires reporting pursuant
to Section 103 of CERCLA, and (iv) no oil, oil and gas exploration and
production wastes or hazardous substance is released on or to any such Property
so as to pose an imminent and substantial endangerment to public health or
welfare or the environment.

(b) The Borrower will promptly notify the Agent (who shall
promptly notify each of the Lenders) in writing of any threatened action,
investigation or inquiry by any Governmental Authority of which the Borrower
has knowledge in connection with any Environmental Laws, excluding routine
testing and corrective action.

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(c) The Borrower will and will cause each of its Restricted
Subsidiaries to provide environmental audits and tests in accordance with
American Society of Testing and Mechanics standards as reasonably requested by
the Agent and the Lenders or as otherwise required to be obtained by the Agent
or the Lenders by any Governmental Authority in connection with any future
acquisitions of Oil and Gas Properties or other material Properties.

Section 8.05 Further Assurances. The Borrower will and will
cause each of its Restricted Subsidiaries to cure promptly any defects in the
creation and issuance of the Notes and the execution and delivery of the other
Loan Documents and this Agreement. The Borrower at its expense will and will
cause each of its Restricted Subsidiaries to promptly execute and deliver to
the Agent upon request all such other documents, agreements and instruments to
comply with or accomplish the covenants and agreements of the Borrower or any
of its Restricted Subsidiaries, as the case may be, in the Security Instruments
and this Agreement, or to further evidence and more fully describe the
collateral intended as security for the Notes, or to correct any omissions in
the Security Instruments, or to state more fully the security obligations set
out herein or in any of the Security Instruments, or to perfect, protect or
preserve any Liens created pursuant to any of the Security Instruments, or to
make any recordings, to file any notices or obtain any consents, all as may be
necessary or appropriate in connection therewith.

Section 8.06 Performance of Obligations. The Borrower will pay
the Notes according to the reading, tenor and effect thereof; and the Borrower
will and will cause each of its Subsidiaries to do and perform every act and
discharge all of the obligations to be performed and discharged by them under
the Loan Documents and this Agreement, at the time or times and in the manner
specified.

Section 8.07 Engineering Reports.

(a) Not less than 30 days prior to each Scheduled
Redetermination Date, commencing with the Scheduled Redetermination Date to
occur on April 1, 1998, the Borrower shall furnish to the Agent (who shall
promptly notify each of the Lenders) a Reserve Report. The January 1 Reserve
Report of each year shall be prepared by certified independent petroleum
engineers or other independent petroleum consultant(s) acceptable to the Agent
(provided that such Reserve Report may include evaluations prepared by the
Borrower and audited by such independent engineers for certain smaller value
wells or fields (as approved in writing from time to time by the Agent) which
constitute in the aggregate no more than 20% of the total value of all the Oil
and Gas Properties evaluated in such Reserve Report); and the July 1 Reserve
Report of each year shall be prepared by or under the supervision of the chief
engineer of the Borrower who shall certify such Reserve Report to be true and
accurate and to have been prepared in accordance with the procedures used in
the immediately proceeding January 1 Reserve Report.

(b) In the event of an unscheduled redetermination, the
Borrower shall furnish to the Agent (who shall promptly notify each of the
Lenders) a Reserve Report prepared by or under the supervision of the chief
engineer of the Borrower who shall certify such Reserve Report to be true and
accurate and to have been prepared in accordance with the procedures used in
the immediately preceding Reserve Report. For any unscheduled redetermination
requested by the Required Lenders pursuant to Section 2.08(d), the Borrower
shall provide such Reserve Report with an "as of" date as specified by the
Required Lenders as soon as possible, but in any event no later than 45 days
following the receipt of the request by the Agent.

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(c) With the delivery of each Reserve Report, the Borrower
shall provide to the Agent (who shall promptly notify each of the Lenders), a
certificate from a Responsible Officer certifying that, to the best of his
knowledge and in all material respects: (i) the information contained in the
Reserve Report and any other information delivered in connection therewith is
true and correct, (ii) the Borrower and its Restricted Subsidiaries own good
and defensible title to their Oil and Gas Properties evaluated in such Reserve
Report and such Properties are free of all Liens except for Liens permitted by
Section 9.02, (iii) except as set forth on an exhibit to the certificate, on a
net basis there are no gas imbalances, take or pay or other prepayments with
respect to their Oil and Gas Properties evaluated in such Reserve Report which
would require the Borrower or such Subsidiary to deliver Hydrocarbons produced
from such Oil and Gas Properties at some future time without then or thereafter
receiving full payment therefor, (iv) none of such Oil and Gas Properties have
been sold since the date of the last Borrowing Base determination except as set
forth on an exhibit to the certificate, which certificate shall list all of
such Oil and Gas Properties sold and in such detail as reasonably required by
the Required Lenders, (v) attached to the certificate is a list of such Oil and
Gas Properties added to and deleted from the immediately prior Reserve Report
and a list of all Persons disbursing proceeds to the Borrower or such
Subsidiary from such Oil and Gas Properties, (vi) except as set forth on a
schedule attached to the certificate all of the Oil and Gas Properties
evaluated by such Reserve Report are Mortgaged Property and (vii) any change in
working interest or net revenue interest in such Oil and Gas Properties
occurring and the reason for such change.

(d) As soon as available and in any event within 45 days after
the end of fiscal quarter, the Borrower shall provide production reports and
general and administrative cost summaries for its and its Restricted
Subsidiaries' Oil and Gas Properties, which reports shall include quantities or
volume of production, revenue, realized product prices, operating expenses,
taxes, capital expenditures and lease operating costs which have accrued to the
Borrower's or its Restricted Subsidiaries' accounts in such period, and such
other information with respect thereto as the Agent or any Lender may
reasonably require.

Section 8.08 Title Information.

(a) The Borrower shall deliver to the Agent within 90 days of
the Closing Date, title opinions or other title information in form and
substance reasonably satisfactory to the Agent reflecting (i) the Borrower's or
its Restricted Subsidiaries' ownership of the net interests in production
attributable to the Oil and Gas Properties as reflected in the Initial Reserve
Report and the Lien in favor of the Agent and the Lenders, and (ii) that the
Borrower or its Restricted Subsidiaries are authorized to hold title to their
Oil and Gas Properties located on the Outer Continental Shelf by the United
States Department of Interior, Minerals Management Service and title to its Oil
and Gas Properties located on lands leased by the State of Louisiana by the
Department of Natural Resources, Office of Mineral Resources (State Mineral
Board) of the State of Louisiana.

(b) On or before the delivery to the Agent of each Reserve
Report required by Section 8.07(a), the Borrower will deliver title information
in form and substance reasonably satisfactory to the Agent covering the Oil and
Gas Properties evaluated by such Reserve Report that were not included in the
immediately preceding Reserve Report, so that the Agent shall have received
together with title information previously delivered to the Agent, satisfactory
title information on at least 90% of the value of the Oil and Gas Properties
evaluated by such Reserve Report. The Borrower shall cure any title defects

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or exceptions which are not Excepted Liens raised by the title information
within 60 days after a request by the Agent or the Lenders to cure such defects
or exceptions.

(c) If the Borrower is unable to cure any title defect
requested by the Agent or the Lenders to be cured within the 60 day period,
such default shall not be a Default or an Event of Default, but instead the
Agent and the Lenders shall have the right to exercise the following remedy in
their sole discretion from time to time, and any failure to so exercise this
remedy at any time shall not be a waiver as to future exercise of the remedy by
the Agent or the Lenders. To the extent that the Agent or the Lenders are not
satisfied with title to any Mortgaged Property after the time period in Section
8.08(b) has elapsed, such unacceptable Mortgaged Property shall not count
towards the 90% requirement, and the Agent may send a notice to the Borrower
and the Lenders that the then outstanding Borrowing Base shall be reduced by an
amount as determined by all of the Lenders to cause the Borrower to be in
compliance with the requirement to provide acceptable title information on 90%
of the value of such Oil and Gas Properties evaluated in the Reserve Report
delivered most recently under Section 8.07(a). This new Borrowing Base shall
become effective immediately after receipt of such notice.

Section 8.09 Additional Collateral; Restricted Subsidiary as
Guarantor.

(a) If (i) the Borrower or any Restricted Subsidiary acquires
any additional Oil and Gas Properties which constitute proved reserves or (ii)
the Agent shall determine that less than 90% of the value of the Oil and Gas
Properties of the Borrower and its Restricted Subsidiaries evaluated in the
most recently delivered Reserve Report are not subject to Liens in favor of the
Agent, for its benefit and the benefit of the Lenders, then the Borrower will,
as soon as reasonably possible, but in any event, not later than 60 days
following such acquisition in the case of clause (i) or the written request of
the Agent in the case of clause (ii), grant or cause to be granted to the Agent
as security for the Indebtedness a first-priority Lien interest (subject only
to Excepted Liens) on the Borrower's and its Restricted Subsidiaries' interest
in such additional Oil and Gas Properties to ensure that not less than 90% of
the value of the Oil and Gas Properties evaluated in the most recently
delivered Reserve Report is subject to a Lien of the Security Instruments,
which Lien will be created and perfected by and in accordance with the
provisions of deeds of trust, security agreements and financing statements, or
other Security Instruments, all in form and substance satisfactory to the Agent
in its sole discretion and in sufficient executed (and acknowledged where
necessary or appropriate) counterparts for recording purposes.

(b) Concurrently with the granting of the Lien or other action
referred to in Section 8.09(a), the Borrower will provide to the Agent title
information in form and substance satisfactory to the Agent in its sole
discretion with respect to the Borrower's interests in such Oil and Gas
Properties.

(c) Also, promptly after the filing of any new Security
Instrument in any state, upon the reasonable request of the Agent, the Borrower
will provide to the Agent an opinion addressed to the Agent for the benefit of
the Lenders in form and substance satisfactory to the Agent in its sole
discretion from counsel acceptable to Agent, stating that the Security
Instrument is valid, binding and enforceable in accordance with its terms and
in legally sufficient form for such jurisdiction.

(d) Upon the creation or acquisition of any Restricted
Subsidiary of the Borrower which is organized under the laws of the United
States or any state thereof, the Borrower shall (i) cause such Restricted
Subsidiary to execute and deliver to the Agent a Subsidiary Guaranty Agreement,
(ii) the

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Borrower shall pledge or cause to be pledged to the Agent 100% of the capital
stock of such Restricted Subsidiary and shall execute and deliver or cause to
be executed and delivered pledge agreements, stock powers and other instruments
to effect such pledge, and (iii) if the Oil and Gas Properties of such
Restricted Subsidiary are to be included in the Borrowing Base, cause such
Restricted Subsidiary to grant to the Agent Liens on its Oil and Gas Properties
included in the Borrowing Base. Upon the creation or acquisition of any
Restricted Subsidiary which is not organized under the laws of the United
States or any state thereof, the Borrower shall pledge or cause to be pledged
to the Agent the maximum percentage of the Capital Stock of such Subsidiary
which may be pledged to the Agent without constituting an investment of
earnings in U.S. Property under Section 956 (or any successor provision) of the
Code that would trigger an increase in the gross income of the Borrower
pursuant to Section 951 (or any successor provision) of the Code or such lesser
percentage as may be acceptable to the Agent in its sole discretion. The
Borrower shall or shall cause to be executed and delivered pledge agreements,
stock powers and other instruments to effect such pledge.

Section 8.10 ERISA Information and Compliance. The Borrower
will promptly furnish and will cause its Subsidiaries and ERISA Affiliates to
promptly furnish to the Agent with sufficient copies to the Lenders (i)
promptly after the filing thereof with the United States Secretary of Labor,
the Internal Revenue Service or the PBGC, copies of each annual and other
report with respect to each Plan or any trust created thereunder, (ii)
immediately upon becoming aware of the occurrence of any ERISA Event or of any
"prohibited transaction," as described in section 406 of ERISA or in section
4975 of the Code, in connection with any Plan or any trust created thereunder,
a written notice signed by a Responsible Officer specifying the nature thereof,
what action the Borrower, its Subsidiaries or ERISA Affiliate is taking or
proposes to take with respect thereto, and, when known, any action taken or
proposed by the Internal Revenue Service, the Department of Labor or the PBGC
with respect thereto, and (iii) immediately upon receipt thereof, copies of any
notice of the PBGC's intention to terminate or to have a trustee appointed to
administer any Plan. With respect to each Plan (other than a Multiemployer
Plan), the Borrower will, and will cause each of its Subsidiaries and ERISA
Affiliates to, (i) satisfy in full and in a timely manner, without incurring
any late payment or underpayment charge or penalty and without giving rise to
any lien, all of the contribution and funding requirements of section 412 of
the Code (determined without regard to subsections (d), (e), (f) and (k)
thereof) and of section 302 of ERISA (determined without regard to sections
303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a
timely manner, without incurring any late payment or underpayment charge or
penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

ARTICLE IX
Negative Covenants

The Borrower covenants and agrees that, so long as any of the
Commitments are in effect and until payment in full of Loans hereunder, all
interest thereon and all other amounts payable by the Borrower hereunder,
without the prior written consent of the Majority Lenders:

Section 9.01 Debt. Neither the Borrower nor any of its
Restricted Subsidiaries will incur, create, assume or suffer to exist any Debt,
except:

(a) the Notes or other Indebtedness or any guaranty of or
suretyship arrangement for the Notes or other Indebtedness;

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(b) Debt of the Borrower existing on and not repaid on the
Closing Date which is disclosed in Schedule 9.01, and any renewals or
extensions (but not increases) thereof;

(c) accounts payable (for the deferred purchase price of
Property or services) from time to time incurred in the ordinary course of
business which, if greater than 90 days past the invoice or billing date, are
being contested in good faith by appropriate proceedings if reserves adequate
under GAAP shall have been established therefor;

(d) Debt under capital leases (as required to be reported on
the financial statements of the Parent Company pursuant to GAAP) not to exceed
$2,500,000;

(e) Debt under Hedging Agreements either with investment grade
counterparties or as disclosed in Section 7.20; provided Hedging Agreement
relating to commodity prices shall not cover more than (i) 80% of the
Borrower's and its Restricted Subsidiaries' applicable production estimates
from their Oil and Gas Properties for the next 24 month period and (ii) 65% of
the Borrower's and its Restricted Subsidiaries' applicable production estimates
from their Oil and Gas Properties for the period commencing on the date which
is 25 months after the date of determination and ending on the date which is 36
months after the date of determination;

(f) Debt associated with bonds or surety obligations required
by Governmental Requirements in connection with the operation of the Oil and
Gas Properties;

(g) the Subordinated Debt or any guaranty of or suretyship
arrangement for the Subordinated Debt;

(h) intercompany Debt to the extent permitted by Section 9.03;
and

(i) other Debt not otherwise permitted under this Section 9.01
in an aggregate principal amount not to exceed $10,000,000 at any one time
outstanding; provided that no Default or Event of Default has occurred at the
moment such Debt is incurred or would result from the incurrence of such Debt.

Section 9.02 Liens. Neither the Borrower nor any of its
Restricted Subsidiaries will create, incur, assume or permit to exist any Lien
on any of its Properties (now owned or hereafter acquired), except:

(a) Liens securing the payment of any Indebtedness;

(b) Excepted Liens;

(d) Liens disclosed on Schedule 9.02;

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(e) Liens on cash or securities of the Borrower securing the
Debt described in Section 9.01(f); and

(f) Liens on cash or securities to secure the obligations
under Hedging Agreements to the extent permitted by Section 9.01(e), not to
exceed $7,500,000 in the aggregate.

Section 9.03 Investments, Loans and Advances. Neither the
Borrower nor any of its Restricted Subsidiaries will make or permit to remain
outstanding any loans or advances to or investments in any Person, except that
the foregoing restriction shall not apply to:

(a) investments, loans or advances (i) reflected in the
Financial Statements or which are disclosed to the Lenders in Schedule 9.03,
(ii) by the Borrower in or to the Parent Company or any Restricted Subsidiary
incorporated in the United States or any political subdivision thereof or (iii)
by any Restricted Subsidiary in the Borrower, the Parent Company or another
Restricted Subsidiary incorporated in the United States or any political
subdivision thereof;

(b) accounts receivable arising in the ordinary course of
business;

(c) direct obligations of the United States or any agency
thereof, or obligations guaranteed by the United States or any agency thereof,
in each case maturing within one year from the date of creation thereof;

(d) commercial paper rated in the highest grade by Standard &
Poors Ratings Group or Moody's Investors Service, Inc.;

(e) deposits maturing within one year from the date of
creation thereof with, including certificates of deposit issued by, any Lender
or any office located in the United States or any other bank or trust company
which is organized under the laws of the United States or any state thereof,
has capital, surplus and undivided profits aggregating at least $100,000,000.00
(as of the date of such Lender's or bank or trust company's most recent
financial reports) and has a short term deposit rating of no lower than A2 or
P2, as such rating is set forth from time to time, by Standard & Poors
Corporation or Moody's Investors Service, Inc., respectively;

(f) deposits in money market funds investing exclusively in
investments described in Section 9.03(c), 9.03(d) or 9.03(e);

(g) other investments, loans or advances not to exceed
$1,000,000 in the aggregate at any time;

(h) investments by the Borrower or a Restricted Subsidiary in
direct ownership interests in additional Oil and Gas Properties and facilities
related thereto;

(i) advances to operators under operating agreements entered
into by the Borrower or any of its Restricted Subsidiaries in the ordinary
course of business;

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(j) repurchase agreements of any commercial banks in the
United States, if the commercial paper of such bank or of the bank holding
company of which such bank is a wholly owned subsidiary is rated in the highest
rating categories of Standard & Poors Corporation, Moody's Investors Service,
Inc. or any other rating agency satisfactory to the Majority Lenders, that are
fully secured by securities described in Section 9.03(c); and

(k) investments, loans and advances in or to Unrestricted
Subsidiaries of the Borrower; provided that the aggregate amount invested in
all Unrestricted Subsidiaries by the Borrower and the Parent Company hereunder
and under the Guaranty Agreement does not exceed $15,000,000.

Section 9.04 Gas Imbalances, Take-or-Pay or Other Prepayments.
The Borrower and its Restricted Subsidiaries will not enter into any contracts
or agreements which warrant production of Hydrocarbons and will not hereafter
allow gas imbalances, take-or-pay or other prepayments with respect to the Oil
and Gas Properties of the Borrower and the Restricted Subsidiaries which would
require the Borrower and its Restricted Subsidiaries to deliver Hydrocarbons
produced on Oil and Gas Properties at some future time without then or
thereafter receiving full payment therefor to exceed 5,000,000 mcf of gas in
the aggregate on a net basis for the Borrower.

Section 9.05 Sales and Leasebacks. Neither the Borrower nor any
of its Restricted Subsidiaries will enter into any arrangement, directly or
indirectly, with any Person whereby the Borrower or any of its Restricted
Subsidiaries shall sell or transfer any of their Property, whether now owned or
hereafter acquired, and whereby the Borrower or any of its Restricted
Subsidiaries shall then or thereafter rent or lease as lessee such Property or
any part thereof or other Property which the Borrower or any of its Restricted
Subsidiaries intends to use for substantially the same purpose or purposes as
the Property sold or transferred.

Section 9.06 Nature of Business. Neither the Borrower nor any
of its Restricted Subsidiaries will allow any material change to be made in the
character of its business as an independent oil and gas exploration and
production company.

Section 9.07 Limitation on Leases. Neither the Borrower nor any
of its Restricted Subsidiaries will create, incur, assume or suffer to exist
any obligation for the payment of rent or hire of Property of any kind
whatsoever (real or personal, including capital leases but excluding leases of
Hydrocarbon Interests and leases directly related to oil and gas field
operations), under leases or lease agreements which would cause the aggregate
amount of all payments made by the Borrower and its Restricted Subsidiaries
pursuant to such leases or lease agreements to exceed $5,000,000 in any period
of twelve consecutive calendar months. Neither the Borrower nor any of its
Restricted Subsidiaries will create, incur, assume or suffer to exist any
obligation for the payment of rent or hire of Property of any kind whatsoever
(real or personal, including capital leases), for oil and gas field operations
under leases or lease agreements (other than leases for any drilling, workover
or other rig related activities) which would cause the aggregate amount of all
payments made by the Borrower and its Restricted Subsidiaries pursuant to such
leases or lease agreements to exceed $8,000,000 in any period of twelve
consecutive calendar months.

Section 9.08 Mergers, Etc. Neither the Borrower nor any of its
Restricted Subsidiaries will merge into or with or consolidate with any other
Person (including an Unrestricted Subsidiary), or

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sell, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its Property or assets to any
other Person (including an Unrestricted Subsidiary); provided, however, that a
Restricted Subsidiary may merge with or into the Parent Company, the Borrower
or another Restricted Subsidiary, as long as the Parent Company or the Borrower
is the surviving entity (or if such merger is between Restricted Subsidiaries
and the surviving entity is a Wholly Owned Restricted Subsidiary) or the Parent
Company and the Borrower may merge, and, in any case, no Default or Event of
Default would result from such action.

Section 9.09 Proceeds of Notes. The Borrower will not permit
the proceeds of the Notes to be used for any purpose other than those permitted
by Section 7.07. Neither the Borrower nor any Person acting on behalf of the
Borrower has taken or will take any action which might cause any of the Loan
Documents to violate Regulation G, U or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate Section 7 of the
Securities Exchange Act of 1934 or any rule or regulation thereunder, in each
case as now in effect or as the same may hereinafter be in effect.

Section 9.10 ERISA Compliance. The Borrower will not at any
time:

(a) Engage in, or permit any of its Subsidiaries or ERISA
Affiliates to engage in, any transaction in connection with which the Borrower
or any of its Subsidiaries or ERISA Affiliates could be subjected to either a
civil penalty assessed pursuant to section 502(c), (i) or (l) of ERISA or a tax
imposed by Chapter 43 of Subtitle D of the Code;

(b) Terminate, or permit any of its Subsidiaries or ERISA
Affiliates to terminate, any Plan in a manner, or take any other action with
respect to any Plan, which could result in any liability to the Borrower or any
of its Subsidiaries or ERISA Affiliates to the PBGC;

(c) Fail to make, or permit any of its Subsidiaries or ERISA
Affiliates to fail to make, full payment when due of all amounts which, under
the provisions of any Plan, agreement relating thereto or applicable law, the
Borrower or any of its Subsidiaries or ERISA Affiliates is required to pay as
contributions thereto;

(d) Permit to exist, or allow any of its Subsidiaries or ERISA
Affiliates to permit to exist, any accumulated funding deficiency within the
meaning of Section 302 of ERISA or section 412 of the Code, whether or not
waived, with respect to any Plan;

(e) Permit, or allow any of its Subsidiaries or ERISA
Affiliates to permit, the actuarial present value of the benefit liabilities
under any Plan maintained by the Borrower or any of its Subsidiaries or ERISA
Affiliates which is regulated under Title IV of ERISA to exceed the current
value of the assets (computed on a plan termination basis in accordance with
Title IV of ERISA) of such Plan allocable to such benefit liabilities. The
term "actuarial present value of the benefit liabilities" shall have the
meaning specified in section 4041 of ERISA;

(f) Contribute to or assume an obligation to contribute to, or
permit any of its Subsidiaries or ERISA Affiliates to contribute to or assume
an obligation to contribute to, any Multiemployer Plan;

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(g) Acquire, or permit any of its Subsidiaries or ERISA
Affiliates to acquire, an interest in any Person that causes such Person to
become an ERISA Affiliates with respect to the Borrower, any of its
Subsidiaries or ERISA Affiliates if such Person sponsors, maintains or
contributes to, or at any time in the six-year period preceding such
acquisition has sponsored, maintained, or contributed to, (1) any Multiemployer
Plan, or (2) any other Plan that is subject to Title IV of ERISA under which
the actuarial present value of the benefit liabilities under such Plan exceeds
the current value of the assets (computed on a plan termination basis in
accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities;

(h) Incur, or permit any of its Subsidiaries or ERISA
Affiliates to incur, a liability to or on account of a Plan under sections 515,
4062, 4063, 4064, 4201 or 4204 of ERISA;

(i) Contribute to or assume an obligation to contribute to, or
permit any of its Subsidiaries or ERISA Affiliates to contribute to or assume
an obligation to contribute to, any employee welfare benefit plan, as defined
in section 3(1) of ERISA, including, without limitation, any such plan
maintained to provide benefits to former employees of such entities, that may
not be terminated by such entities in their sole discretion at any time without
any material liability; or

(j) Amend or permit any of its Subsidiaries or ERISA
Affiliates to amend, a Plan resulting in an increase in current liability such
that the Borrower, any of its Subsidiaries or ERISA Affiliates is required to
provide security to such Plan under section 401(a)(29) of the Code.

Section 9.11 Sale or Discount of Receivables. Neither the
Borrower nor any of its Restricted Subsidiaries will discount or sell (with or
without recourse) any of its notes receivable or accounts receivable.

Section 9.12 Sale of Oil and Gas Properties. The Borrower will
not, and will not permit any of its Restricted Subsidiaries to, sell, assign,
farm-out, convey or otherwise transfer any Oil and Gas Property or any interest
in any Oil and Gas Property except for (i) sales of Hydrocarbons in the
ordinary course of business; (ii) routine farm-outs and other dispositions of
Oil and Gas Properties which do not constitute proved reserves, provided that
within 60 days after the end of each fiscal quarter, the Borrower shall give
the Agent written notice of all such dispositions occurring during such fiscal
quarter; and (iii) dispositions of Oil and Gas Properties which constitute
proved reserves, provided that such dispositions shall not exceed $10,000,000
in the aggregate in any fiscal year, or if in excess of $10,000,000, that the
Borrower has obtained the written consent of the Agent to such disposition and,
simultaneously with any such disposition, the Borrowing Base is reduced by an
amount agreed to at the time by the Majority Lenders.

Section 9.13 Environmental Matters. Neither the Borrower nor
any of its Subsidiaries will cause or permit any of its Property to be in
violation of, or do anything or permit anything to be done which will subject
any such Property to any remedial obligations under any Environmental Laws,
assuming disclosure to the applicable Governmental Authority of all relevant
facts, conditions and circumstances, if any, pertaining to such Property where
such violations or remedial obligations would have a Material Adverse Effect.

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Section 9.14 Transactions with Affiliates. Neither the Borrower
nor any of its Restricted Subsidiaries will enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of
Property or the rendering of any service, with any Affiliate unless such
transactions are in the ordinary course of its business and are upon fair and
reasonable terms no less favorable to it than it would obtain in a comparable
arm's length transaction with a Person not an Affiliate.

Section 9.15 Partnerships. Without the prior written consent of
the Agent, the Borrower shall not, and shall not permit the any of its
Restricted Subsidiaries to, create any partnerships except for the purposes of
facilitating oil and gas exploration and development or otherwise in the
ordinary course of the Borrower's business. Without the prior written consent
of the Agent, the Borrower shall not and shall not permit any of its Restricted
Subsidiaries to sell any stock of any of its Restricted Subsidiaries. The
Borrower shall not permit any of its Restricted Subsidiaries to issue any stock
except to the Borrower and except in compliance with Section 9.03.

Section 9.16 Negative Pledge Agreements. Except for (i) the
Subordinated Indentures and (ii) the items disclosed in Schedule 7.10, neither
the Borrower nor any of its Restricted Subsidiaries will create, incur, assume
or suffer to exist any contract, agreement or understanding (other than this
Agreement and the Security Instruments) which in any way prohibits or restricts
the granting, conveying, creation or imposition of any Lien on any of their
Property or restricts any of its Restricted Subsidiaries from paying dividends
or which requires the consent of or notice to other Persons in connection
therewith.

Section 9.17 Subordinated Debt. The Borrower will not redeem,
repurchase, defease or otherwise prepay any of the Subordinated Notes or modify
the Subordinated Indentures or any other instruments evidencing the
Subordinated Debt without the prior written consent of the Majority Lenders.

Section 9.18 Unrestricted Subsidiaries.

(a) The Borrower will not, and will not permit any Restricted
Subsidiaries to, create or otherwise designate any Subsidiary as an
Unrestricted Subsidiary unless the terms set forth in the definition of
Unrestricted Subsidiary are complied with respect to such Subsidiary and no
Default would result from the designation, creation and operation of such
Unrestricted Subsidiary.

(b) The Borrower will not, and will not permit any Restricted
Subsidiaries to, without the prior written consent of the Majority Lenders,
change the characterization of a Subsidiary from a Restricted Subsidiary to an
Unrestricted Subsidiary or an Unrestricted Subsidiary to a Restricted
Subsidiary; provided, however, the prior written consent of the Majority
Lenders shall not be required to (i) change the characterization of an
Unrestricted Subsidiary to a Restricted Subsidiary if (A) no Default or Event
of Default shall have occurred and be continuing at such time or would result
therefrom, (B) after giving effect to such re-characterization, each of the
representations and warranties made by the Borrower in the Loan Documents shall
be true and correct in all material respects, (C) such Subsidiary shall have
complied with the provisions of Section 8.09(d) and (D) the Borrower provides
the Agent five (5) days advance written notice of its intent to re-characterize
such Subsidiary or (ii) change the characterization of a Restricted Subsidiary
to an Unrestricted Subsidiary if (A) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, and on the date of such
recharacterization, all investments made by the Borrower or any other
Restricted Subsidiary in such

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Restricted Subsidiary prior to the date of such re-characterization shall be
investments in an Unrestricted Subsidiary subject to Section 9.03(k) hereof and
Section 3.02(e)(i) of the Guaranty Agreement and (B) the Borrower provides the
Agent five (5) days advance written notice of its intent to re-characterize
such Subsidiary.

(c) The Borrower will not, and will not permit any Restricted
Subsidiary to, permit any Unrestricted Subsidiary to fail to comply with the
requirements set forth in the definition of "Unrestricted Subsidiary."

ARTICLE X
Events of Default; Remedies

Section 10.01 Events of Default. One or more of the following
events shall constitute an "Event of Default":

(a) the Borrower shall default in the payment or prepayment
when due of any principal of or interest on any Loan, or any reimbursement
obligation for a disbursement made under any Letter of Credit, or any fees or
other amount payable by it hereunder or under any Security Instrument and such
default, other than a default of a payment or prepayment of principal, shall
continue unremedied for a period of five (5) Business Days; or

(b) the Parent Company, the Borrower or any of their
Restricted Subsidiaries shall default in the payment when due of any principal
of or interest on any of its other Debt aggregating $1,000,000 or more, or any
event specified in the Subordinated Indentures or any note, agreement,
indenture or other document evidencing or relating to any such Debt shall occur
if the effect of such event is to cause, or (with the giving of any notice or
the lapse of time or both) to permit the holder or holders of such Debt (or a
trustee or agent on behalf of such holder or holders) to cause, such Debt to
become due prior to its stated maturity; or the Parent Company shall under any
circumstances become obligated to redeem, defease or offer to buy all or any of
the Subordinated Notes under the Subordinated Indentures; or

(c) any representation, warranty or certification made or
deemed made herein or in any Loan Document by the Parent Company, the Borrower
or any of their Subsidiaries, or any certificate furnished to any Lender or the
Agent pursuant to the provisions hereof or any Loan Document, shall prove to
have been false or misleading as of the time made or furnished in any material
respect; or

(d) the Borrower shall default in the performance of any of
its obligations or any requirement shall not be complied with under Article IX
or any other Article of this Agreement other than under Article VIII; the
Parent Company default in the performance of any of its obligations or any
requirement shall not be complied with under Sections 3.02 or 3.03 of the
Guaranty Agreement; or either (1) the Parent Company shall default in the
performance of any of its obligations or any requirement under the Guaranty
Agreement other than Sections 3.02 or 3.03 thereof or (2) the Borrower shall
default in the performance of any of its obligations under Article VIII or any
Security Instrument (other than the payment of amounts due which shall be
governed by Section 10.01(a)) and, in either case, such default shall continue
unremedied for a period of thirty (30) days after the earlier to occur of (i)
notice thereof

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to the Borrower by the Agent or any Lender (through the Agent), or (ii) the
Parent Company or the Borrower otherwise becoming aware of such default; or

(e) the Parent Company or the Borrower shall admit in writing
its inability to, or be generally unable to, pay its debts as such debts become
due; or

(f) the Parent Company or the Borrower shall (i) apply for or
consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of itself or of all or a substantial part of
its property, (ii) make a general assignment for the benefit of its creditors,
(iii) commence a voluntary case under the Federal Bankruptcy Code (as now or
hereafter in effect), (iv) file a petition seeking to take advantage of any
other law relating to bankruptcy, insolvency, reorganization, winding-up, or
composition or readjustment of debts, (v) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it
in an involuntary case under the Federal Bankruptcy Code, or (vi) take any
corporate action for the purpose of effecting any of the foregoing; or

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

(h) a judgment or judgments for the payment of money in excess
of $5,000,000 in the aggregate shall be rendered by a court against the Parent
Company or the Borrower and the same shall not be discharged (or provision
shall not be made for such discharge), or a stay of execution thereof shall not
be procured, within thirty (30) days from the date of entry thereof and the
Parent Company or the Borrower shall not, within said period of 30 days, or
such longer period during which execution of the same shall have been stayed,
appeal therefrom and cause the execution thereof to be stayed during such
appeal; or

(i) the Security Instruments after delivery thereof shall for
any reason, except to the extent permitted by the terms thereof, cease to be in
full force and effect and valid, binding and enforceable in accordance with
their terms, or cease to create a valid and perfected Lien of the priority
required thereby on any of the collateral purported to be covered thereby,
except to the extent permitted by the terms of this Agreement or resulting from
the action of the Agent or the Lenders; or the Parent Company, the Borrower or
any of their Restricted Subsidiaries shall so state in writing; or

(j) the Borrower discontinues its usual business or suffers to
exist any material change in its management; or the Parent Company suffers a
Change of Control; or

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(k) a Guarantor or any Restricted Subsidiary takes, suffers or
permits to exist any of the events or conditions referred to in paragraphs (e),
(f), (g) or (h) hereof.

Section 10.02 Remedies. If any Event of Default shall have
occurred and be continuing, then:

(a) in the case of an Event of Default other than one referred
to in clauses (e), (f) or (g) of Section 10.01 or in clause (k) to the extent
it relates to clauses (e), (f) or (g), the Agent may and, upon request of the
Majority Lenders, shall, by notice to the Borrower, cancel the Commitments
and/or declare the principal amount then outstanding of, and the accrued
interest on, the Loans and all other amounts payable by the Borrower hereunder
and under the Notes (including without limitation the payment of cash
collateral to secure the LC Exposure as provided in Section 2.10(b)) to be
forthwith due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest, notice of intent to accelerate,
notice of acceleration or other formalities of any kind, all of which are
hereby expressly waived by the Borrower.

(b) in the case of the occurrence of an Event of Default
referred to in clauses (e), (f) or (g) of Section 10.01 or in clause (k) to the
extent it relates to clauses (e), (f) or (g), the Commitments shall be
automatically canceled and the principal amount then outstanding of, and the
accrued interest on, the Loans and all other amounts payable by the Borrower
hereunder and under the Notes (including without limitation the payment of cash
collateral to secure the LC Exposure as provided in Section 2.10(b)) shall
become automatically immediately due and payable without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or other
formalities of any kind, all of which are hereby expressly waived by the
Borrower.

(c) All proceeds received after maturity of the Notes, whether
by acceleration or otherwise shall be applied first to reimbursement of
expenses and indemnities provided for in this Agreement and the Security
Instruments; second to accrued interest on the Notes; third to fees; fourth pro
rata to principal outstanding on the Notes and other Indebtedness; fifth to
serve as cash collateral to be held by the Agent to secure the LC Exposure; and
any excess shall be paid to the Borrower or as otherwise required by any
Governmental Requirement.

ARTICLE XI
The Agent

Section 11.01 Appointment, Powers and Immunities. Each Lender
hereby irrevocably appoints and authorizes the Agent to act as its agent
hereunder and under the Security Instruments with such powers as are
specifically delegated to the Agent by the terms of this Agreement and the
Security Instruments, together with such other powers as are reasonably
incidental thereto. The Agent (which term as used in this sentence and in
Section 11.05 and the first sentence of Section 11.06 shall include reference
to its Affiliates and its and its Affiliates' officers, directors, employees,
attorneys, accountants, experts and agents): (i) shall have no duties or
responsibilities except those expressly set forth in this Agreement, and shall
not by reason of this Agreement be a trustee or fiduciary for any Lender; (ii)
makes no representation or warranty to any Lender and shall not be responsible
to the Lenders for any recitals, statements, representations or warranties
contained in this Agreement, or in any certificate or other document referred
to or provided for in, or received by any of them under, this Agreement, or for
the

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value, validity, effectiveness, genuineness, execution, effectiveness,
legality, enforceability or sufficiency of this Agreement, any Note or any
other document referred to or provided for herein or for any failure by the
Borrower or any other Person (other than the Agent) to perform any of its
obligations hereunder or thereunder or for the existence, value, perfection or
priority of any collateral security or the financial or other condition of the
Borrower, its Subsidiaries or any other obligor or guarantor; (iii) except
pursuant to Section 11.07 shall not be required to initiate or conduct any
litigation or collection proceedings hereunder; and (iv) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
under any other document or instrument referred to or provided for herein or in
connection herewith including its own ordinary negligence, except for its own
gross negligence or willful misconduct. The Agent may employ agents,
accountants, attorneys and experts and shall not be responsible for the
negligence or misconduct of any such agents, accountants, attorneys or experts
selected by it in good faith or any action taken or omitted to be taken in good
faith by it in accordance with the advice of such agents, accountants,
attorneys or experts. The Agent may deem and treat the payee of any Note as
the holder thereof for all purposes hereof unless and until a written notice of
the assignment or transfer thereof permitted hereunder shall have been filed
with the Agent.

Section 11.02 Reliance by Agent. The Agent shall be entitled to
rely upon any certification, notice or other communication (including any
thereof by telephone, telecopier, telegram or cable) believed by it to be
genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Agent in good faith.
As to any matters not expressly provided for by this Agreement or any Security
Instrument, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder in accordance with instructions signed by the
Majority Lenders; and such instructions of the Majority Lenders and any action
taken or failure to act pursuant thereto shall be binding on all of the
Lenders.

Section 11.03 Defaults. The Agent shall not be deemed to have
knowledge of the occurrence of a Default (other than the non-payment of
principal of or interest on Loans or of fees or failure to reimburse for Letter
of Credit drawings) unless the Agent has received notice from a Lender or the
Borrower specifying such Default and stating that such notice is a "Notice of
Default." In the event that the Agent receives such a notice of the occurrence
of a Default, the Agent shall give prompt notice thereof to the Lenders. In
the event of a payment Default, the Agent shall give each Lender prompt notice
of each such payment Default.

Section 11.04 Rights as a Lender. With respect to its
Commitments and the Loans made by it and its participation in the issuance of
Letters of Credit, Chase (and any successor acting as Agent) in its capacity as
a Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the Agent, and
the term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Agent in its individual capacity. Chase (and any successor acting
as Agent) and its Affiliates may (without having to account therefor to any
Lender) accept deposits from, lend money to and generally engage in any kind of
banking, trust or other business with the Borrower (any and of its Affiliates)
as if it were not acting as the Agent, and Chase and its Affiliates may accept
fees and other consideration from the Borrower for services in connection with
this Agreement or otherwise without having to account for the same to the
Lenders.

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SECTION 11.05 INDEMNIFICATION. THE LENDERS AGREE TO INDEMNIFY
THE AGENT RATABLY IN ACCORDANCE WITH THEIR PERCENTAGE SHARES FOR THE INDEMNITY
MATTERS AS DESCRIBED IN SECTION 12.03 TO THE EXTENT NOT INDEMNIFIED OR
REIMBURSED BY THE BORROWER UNDER SECTION 12.03, BUT WITHOUT LIMITING THE
OBLIGATIONS OF THE BORROWER UNDER SAID SECTION 12.03 AND FOR ANY AND ALL OTHER
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER WHICH
MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST THE AGENT IN ANY WAY
RELATING TO OR ARISING OUT OF: (I) THIS AGREEMENT, THE SECURITY INSTRUMENTS OR
ANY OTHER DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THE TRANSACTIONS
CONTEMPLATED HEREBY, BUT EXCLUDING, UNLESS A DEFAULT HAS OCCURRED AND IS
CONTINUING, NORMAL ADMINISTRATIVE COSTS AND EXPENSES INCIDENT TO THE
PERFORMANCE OF ITS AGENCY DUTIES HEREUNDER OR (II) THE ENFORCEMENT OF ANY OF
THE TERMS OF THIS AGREEMENT, ANY SECURITY INSTRUMENT OR OF ANY SUCH OTHER
DOCUMENTS; WHETHER OR NOT ANY OF THE FOREGOING SPECIFIED IN THIS SECTION 11.05
ARISES FROM THE SOLE OR CONCURRENT NEGLIGENCE OF THE AGENT, PROVIDED THAT NO
LENDER SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE AGENT.

Section 11.06 Non-Reliance on Agent and other Lenders. Each
Lender acknowledges and agrees that it has, independently and without reliance
on the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own credit analysis of the Borrower and
its decision to enter into this Agreement, and that it will, independently and
without reliance upon the Agent or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own analysis and decisions in taking or not taking action under this
Agreement. The Agent shall not be required to keep itself informed as to the
performance or observance by the Borrower of this Agreement, the Notes, the
Security Instruments or any other document referred to or provided for herein
or to inspect the properties or books of the Borrower. Except for notices,
reports and other documents and information expressly required to be furnished
to the Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of the Borrower (or any
of its Affiliates) which may come into the possession of the Agent or any of
its Affiliates.

Section 11.07 Action by Agent. Except for action or other
matters expressly required of the Agent hereunder, the Agent shall in all cases
be fully justified in failing or refusing to act hereunder unless it shall (i)
receive written instructions from the Majority Lenders specifying the action to
be taken, and (ii) be indemnified to its satisfaction by the Lenders against
any and all liability and expenses which may be incurred by it by reason of
taking or continuing to take any such action. The instructions of the Majority
Lenders and any action taken or failure to act pursuant thereto by the Agent
shall be binding on all of the Lenders. If a Default has occurred and is
continuing, the Agent shall take such action with respect to such Default as
shall be directed by the Majority Lenders in the written instructions (with
indemnities) described in this Section 11.07, provided that, unless and until
the Agent shall have received such directions, the Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default as it shall deem advisable in the best interests of the
Lenders. In no event, however, shall the Agent be required to take any action
which exposes the Agent to personal liability or which is contrary to this
Agreement and the Security Instruments or applicable law.

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Section 11.08 Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent
may resign at any time by giving notice thereof to the Lenders and the
Borrower, and the Agent may be removed at any time with or without cause by the
Majority Lenders. Upon any such resignation or removal, the Majority Lenders
shall have the right to appoint a successor Agent. If no successor Agent shall
have been so appointed by the Majority Lenders and shall have accepted such
appointment within thirty (30) days after the retiring Agent's giving of notice
of resignation or the Majority Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent. Upon
the acceptance of such appointment hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Article XI and Section 12.03 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as the Agent.

Section 11.09 Amendment of Security Instruments. Each Lender
expressly authorizes the Agent to execute and deliver on their behalf any
amendments, supplements or modifications to the Security Instruments containing
such terms as are consistent with this Agreement or which the Agent reasonably
determines to be necessary, prudent or advisable to further the intents and
purposes of this Agreement or such Security Instrument.

ARTICLE XII
Miscellaneous

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

Section 12.02 Notices. All notices and other communications
provided for herein and in the Security Instruments (including, without
limitation, any modifications of, or waivers or consents under, this Agreement
or the Security Instruments) shall be given or made by telecopy, telegraph,
cable, courier or U.S. Mail or in writing and telexed, telecopied, telegraphed,
cabled, mailed or delivered to the intended recipient at the "Address for
Notices" specified below its name on the signature pages hereof or in the
Security Instruments or, as to any party, at such other address as shall be
designated by such party in a notice to each other party. Except as otherwise
provided in this Agreement or in the Security Instruments, all such
communications shall be deemed to have been received when transmitted by
telecopier, delivered to the telegraph or cable office or personally delivered
or, in the case of a mailed notice, three (3) Business Days after the date
deposited in the mails, postage prepaid, in each case given or addressed as
aforesaid.

Section 12.03 Payment of Expenses, Indemnities, etc. The
Borrower agrees:

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(a) whether or not the transactions hereby contemplated are
consummated, to pay all reasonable expenses of the Agent in the administration
(both before and after the execution hereof and including advice of counsel as
to the rights and duties of the Agent and the Lenders with respect thereto) of,
and in connection with the negotiation, syndication, investigation,
preparation, execution and delivery of, recording or filing of, preservation of
rights under, enforcement of, and refinancing, renegotiation or restructuring
of, the Loan Documents and any amendment, waiver or consent relating thereto
(including, without limitation, travel, photocopy, mailing, courier, telephone
and other similar expenses of the Agent, the cost of environmental audits,
surveys and appraisals at reasonable intervals, the reasonable fees and
disbursements of counsel for the Agent and in the case of enforcement for any
of the Lenders); and promptly reimburse the Agent for all amounts expended,
advanced or incurred by the Agent or the Lenders to satisfy any obligation of
the Borrower under this Agreement or any Security Instrument;

(b) TO INDEMNIFY THE AGENT AND EACH LENDER AND EACH OF THEIR
AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES
AND AGENTS ("INDEMNIFIED PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND
PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS
WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR
NOT ANY OF THEM IS DESIGNATED A PARTY THERETO) AS A RESULT OF, ARISING OUT OF
OR IN ANY WAY RELATED TO (I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE
PROCEEDS OF ANY OF THE LOANS, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF
THE LOAN DOCUMENTS, (III) THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND
ITS SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER OR ANY OF ITS SUBSIDIARIES
TO COMPLY WITH THE TERMS OF ANY SECURITY INSTRUMENT OR THIS AGREEMENT, OR WITH
ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION OR ANY
BREACH OF ANY WARRANTY OF THE BORROWER SET FORTH IN ANY OF THE LOAN DOCUMENTS,
(VI) THE ISSUANCE, EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE
TO PAY UNDER ANY LETTER OF CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY
LETTER OF CREDIT NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER
IMPROPER PRESENTATION OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S),
(VIII) ANY ASSERTION THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS
RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS OR (IX) ANY OTHER ASPECT OF THE
LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN CONNECTION WITH
INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY SUCH ACTION, SUIT,
PROCEEDING (INCLUDING ANY INVESTIGATIONS, LITIGATION OR INQUIRIES) OR CLAIM AND
INCLUDING ALL INDEMNITY MATTERS ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF
ANY INDEMNIFIED PARTY, BUT EXCLUDING ALL INDEMNITY MATTERS ARISING SOLELY BY
REASON OF CLAIMS BETWEEN THE LENDERS OR ANY LENDER AND THE AGENT OR A LENDER'S
SHAREHOLDERS AGAINST THE AGENT OR LENDER OR BY REASON OF THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT ON THE PART OF THE INDEMNIFIED PARTY; AND

(C) TO INDEMNIFY AND HOLD HARMLESS FROM TIME TO TIME THE
INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COST RECOVERY
ACTIONS, ADMINISTRATIVE ORDERS OR PROCEEDINGS, DAMAGES AND LIABILITIES
(INCLUDING REASONABLE ATTORNEYS' FEES) TO WHICH ANY SUCH PERSON MAY BECOME
SUBJECT (I) UNDER ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE
TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (II)
AS A RESULT OF THE BREACH OR NON-COMPLIANCE

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BY THE BORROWER OR ANY OF ITS SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW
APPLICABLE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, (III) DUE TO PAST
OWNERSHIP BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OF ANY OF THEIR PROPERTIES
OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY
PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (IV) THE PRESENCE,
USE, RELEASE, STORAGE, TREATMENT OR DISPOSAL OF HAZARDOUS SUBSTANCES ON OR AT
ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR (V) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN
CONNECTION WITH THE LOAN DOCUMENTS, PROVIDED, HOWEVER, NO INDEMNITY SHALL BE
AFFORDED UNDER THIS SECTION 12.03(C) IN RESPECT OF ANY PROPERTY FOR ANY
OCCURRENCE ARISING FROM THE ACTS OR OMISSIONS OF THE AGENT OR ANY LENDER DURING
THE PERIOD AFTER WHICH SUCH PERSON, ITS SUCCESSORS OR ASSIGNS SHALL HAVE
OBTAINED POSSESSION OF SUCH PROPERTY (WHETHER BY FORECLOSURE OR DEED IN LIEU OF
FORECLOSURE, AS MORTGAGEE-IN-POSSESSION OR OTHERWISE).

(d) No Indemnified Party may settle any claim to be
indemnified without the consent of the indemnitor, such consent not to be
unreasonably withheld; provided, that the indemnitor may not reasonably
withhold consent to any settlement that an Indemnified Party proposes, if the
indemnitor does not have the financial ability to pay all its obligations
outstanding and asserted against the indemnitor at that time, including the
maximum potential claims against the Indemnified Party to be indemnified
pursuant to this Section 12.03.

(e) In the case of any indemnification hereunder, the Agent or
Lender, as appropriate shall give notice to the Borrower of any such claim or
demand being made against the Indemnified Party and the Borrower shall have the
non-exclusive right to join in the defense against any such claim or demand
provided that if the Borrower provides a defense, the Indemnified Party shall
bear its own cost of defense unless there is a conflict between the Borrower
and such Indemnified Party.

(f) THE FOREGOING INDEMNITIES SHALL EXTEND TO THE INDEMNIFIED
PARTIES NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR
CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR
AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT
IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE
INDEMNIFIED PARTIES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON
ANY ONE OR MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED
PARTY IS FOUND TO HAVE COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, THIS CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT
SHALL ONLY EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED
BY REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE INDEMNIFIED PARTY.

(g) The Borrower's obligations under this Section 12.03 shall
survive any termination of this Agreement and the payment of the Notes and
shall continue thereafter in full force and effect.

(h) The Borrower shall pay any amounts due under this Section
12.03 within thirty (30) days of the receipt by the Borrower of notice of the
amount due.

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Section 12.04 Amendments, Etc. Any provision of this Agreement
or any Security Instrument may be amended, modified or waived with the
Borrower's and the Majority Lenders' prior written consent; provided that (i)
no amendment, modification or waiver which extends the maturity of the Loans,
postpones any payment date, increases the Aggregate Maximum Credit Amounts,
forgives the principal amount of any Indebtedness outstanding under this
Agreement, releases all or substantially all of the collateral or releases any
Guarantor, reduces the interest rate applicable to the Loans (other than as a
result of waiving the applicability of any post-default increases in interest
rates) or the fees payable to the Lenders generally, affects Section 2.03(a),
this Section 12.04 or Section 12.06(a) or modifies the definitions of "Majority
Lenders" or "Required Lenders" shall be effective without consent of all
Lenders; (ii) no amendment, modification or waiver which increases the Maximum
Credit Amount of any Lender shall be effective without the consent of such
Lender; and (iii) no amendment, modification or waiver which modifies the
rights, duties or obligations of the Agent shall be effective without the
consent of the Agent.

Section 12.05 Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

Section 12.06 Assignments and Participations.

(a) The Borrower may not assign its rights or obligations
hereunder or under the Notes or any Letters of Credit without the prior consent
of all of the Lenders and the Agent.

(b) Any Lender may, upon the written consent of the Agent and
the Borrower (which consent will not be unreasonably withheld), assign to one
or more assignees all or a portion of its rights and obligations under this
Agreement pursuant to an Assignment Agreement substantially in the form of
Exhibit E (an "Assignment") provided, however, that (i) any such assignment
shall be in the amount of at least $10,000,000 or such lesser amount to which
the Borrower has consented and (ii) the assignee shall pay to the Agent a
processing and recordation fee of $2,500 for each assignment. Any such
assignment will become effective upon the execution and delivery to the Agent
of the Assignment and the consent of the Agent. Promptly after receipt of an
executed Assignment, the Agent shall send to the Borrower a copy of such
executed Assignment. Upon receipt of such executed Assignment, the Borrower,
will, at its own expense, execute and deliver new Notes to the assignor and/or
assignee, as appropriate, in accordance with their respective interests as they
appear. Upon the effectiveness of any assignment pursuant to this Section
12.06(b), the assignee will become a "Lender," if not already a "Lender," for
all purposes of this Agreement and the Security Instruments. The assignor
shall be relieved of its obligations hereunder to the extent of such assignment
(and if the assigning Lender no longer holds any rights or obligations under
this Agreement, such assigning Lender shall cease to be a "Lender" hereunder
except that its rights under Sections 4.06, 5.01, 5.05 and 12.03 shall not be
affected). The Agent will prepare on the last Business Day of each month
during which an assignment has become effective pursuant to this Section
12.06(b), a new Annex I giving effect to all such assignments effected during
such month, and will promptly provide the same to the Borrower and each of the
Lenders.

(c) Each Lender may transfer, grant or assign participations
in all or any part of such Lender's interests hereunder pursuant to this
Section 12.06(c) to any Person, provided that: (i) such Lender shall remain a
"Lender" for all purposes of this Agreement and the transferee of such
participation shall not constitute a "Lender" hereunder; and (ii) no
participant under any such participation shall have

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rights to approve any amendment to or waiver of any of the Loan Documents
except to the extent such amendment or waiver would (x) extend the Termination
Date, (y) reduce the interest rate (other than as a result of waiving the
applicability of any post-default increases in interest rates) or fees
applicable to any of the Commitments or Loans or Letters of Credit in which
such participant is participating, or postpone the payment of any thereof, or
(z) release all or substantially all of the collateral (except as expressly
provided in the Security Instruments) supporting any of the Commitments or
Loans or Letters of Credit in which such participant is participating. In the
case of any such participation, the participant shall not have any rights under
this Agreement or any of the Security Instruments (the participant's rights
against the granting Lender in respect of such participation to be those set
forth in the agreement with such Lender creating such participation), and all
amounts payable by the Borrower hereunder shall be determined as if such Lender
had not sold such participation, provided that such participant shall be
entitled to receive additional amounts under Article V on the same basis as if
it were a Lender and be indemnified under Section 12.03 as if it were a Lender.
In addition, each agreement creating any participation must include an
agreement by the participant to be bound by the provisions of Section 12.15.

(d) The Lenders may furnish any information concerning the
Borrower in the possession of the Lenders from time to time to assignees and
participants (including prospective assignees and participants); provided that,
such Persons agree to be bound by the provisions of Section 12.15.

(e) Notwithstanding anything in this Section 12.06 to the
contrary, any Lender may assign and pledge its Note to any Federal Reserve Bank
or the United States Treasury as collateral security pursuant to Regulation A
of the Board of Governors of the Federal Reserve System and any operating
circular issued by such Federal Reserve System and/or such Federal Reserve
Bank. No such assignment and/or pledge shall release the assigning and/or
pledging Lender from its obligations hereunder.

(f) Notwithstanding any other provisions of this Section
12.06, no transfer or assignment of the interests or obligations of any Lender
or any grant of participations therein shall be permitted if such transfer,
assignment or grant would require the Borrower to file a registration statement
with the SEC or to qualify the Loans or any portion thereof under the "Blue
Sky" laws of any state.

Section 12.07 Invalidity. In the event that any one or more of
the provisions contained in any of the Loan Documents or the Letters of Credit,
the Letter of Credit Agreements shall, for any reason, be held invalid, illegal
or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of the Notes, this
Agreement or any Security Instrument.

Section 12.08 Counterparts. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one
and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.

Section 12.09 References. The words "herein," "hereof,"
"hereunder" and other words of similar import when used in this Agreement refer
to this Agreement as a whole, and not to any particular article, section or
subsection. Any reference herein to a Section shall be deemed to refer to the
applicable Section of this Agreement unless otherwise stated herein. Any
reference herein to an exhibit

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or schedule shall be deemed to refer to the applicable exhibit or schedule
attached hereto unless otherwise stated herein.

Section 12.10 Survival. The obligations of the parties under
Section 4.06, Article V, and Sections 11.05 and 12.03 shall survive the
repayment of the Loans and the termination of the Commitments. To the extent
that any payments on the Indebtedness or proceeds of any collateral are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, debtor in possession, receiver or other
Person under any bankruptcy law, common law or equitable cause, then to such
extent, the Indebtedness so satisfied shall be revived and continue as if such
payment or proceeds had not been received and the Agent's and the Lenders'
Liens, security interests, rights, powers and remedies under this Agreement and
each Security Instrument shall continue in full force and effect. In such
event, each Security Instrument shall be automatically reinstated and the
Borrower shall take such action as may be reasonably requested by the Agent and
the Lenders to effect such reinstatement.

Section 12.11 Captions. Captions and section headings appearing
herein are included solely for convenience of reference and are not intended to
affect the interpretation of any provision of this Agreement.

Section 12.12 NO ORAL AGREEMENTS. THE LOAN DOCUMENTS EMBODY THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Section 12.13 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER
OF JURY TRIAL.

(A) THE AGREEMENT AND THE NOTES (INCLUDING, BUT NOT LIMITED
TO, THE VALIDITY AND ENFORCEABILITY HEREOF AND THEREOF) SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE LOAN
DOCUMENTS SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF
AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
IN THE STATE OF NEW YORK. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND
DOES NOT PRECLUDE THE PARTIES FROM OBTAINING JURISDICTION OVER OTHER PARTIES IN
ANY COURT OTHERWISE HAVING JURISDICTION.

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(C) FOR THE PURPOSES OF THIS AGREEMENT, THE NOTES, THE OTHER
LOAN DOCUMENTS AND FOR MATTERS RELATING HERETO OR THERETO (BUT FOR NO OTHER
PURPOSE), THE BORROWER HEREBY IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM
LOCATED AT 1633 BROADWAY, NEW YORK, NEW YORK 10019, AS THE DESIGNEE, APPOINTEE
AND AGENT OF THE BORROWER TO RECEIVE, FOR AND ON BEHALF OF THE BORROWER,
SERVICE OF PROCESS IN SUCH RESPECTIVE JURISDICTIONS IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THE LOAN DOCUMENTS. IT IS UNDERSTOOD THAT A COPY OF
SUCH PROCESS SERVED ON SUCH AGENT WILL BE PROMPTLY FORWARDED BY OVERNIGHT
COURIER TO THE BORROWER AT ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW, BUT
THE FAILURE OF THE BORROWER TO RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY
THE SERVICE OF SUCH PROCESS. THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE BORROWER AT ITS SAID ADDRESS, SUCH SERVICE TO BECOME
EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.

(D) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY
LENDER OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
BORROWER IN ANY OTHER JURISDICTION.

(E) EACH OF THE BORROWER AND EACH LENDER HEREBY (I)
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY SECURITY INSTRUMENT AND FOR ANY COUNTERCLAIM THEREIN; (II) IRREVOCABLY
WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO
CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES; (III) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF
COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR
IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVERS, AND (IV) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT, THE SECURITY INSTRUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 12.13.

Section 12.14 Interest. It is the intention of the parties
hereto that the Agent and each Lender shall conform strictly to usury laws
applicable to it. Accordingly, if the transactions contemplated hereby would
be usurious as to the Agent or any Lender under laws applicable to it
(including the laws of the United States of America and the State of New York
or any other jurisdiction whose laws may be mandatorily applicable to the Agent
or such Lender notwithstanding the other provisions of this Agreement), then,
in that event, notwithstanding anything to the contrary in any of the Loan
Documents or any agreement entered into in connection with or as security for
the Notes, it is agreed as follows: (a) the aggregate of all consideration
which constitutes interest under law applicable to the Agent or any Lender that
is contracted for, taken, reserved, charged or received by the Agent or such
Lender under any of the Loan Documents or agreements or otherwise in connection
with the Notes shall under no circumstances exceed the maximum amount allowed
by such applicable law, and any excess shall be canceled automatically and if
theretofore paid shall be credited by the Agent or such Lender on the principal
amount of the Indebtedness (or, to the extent that the principal amount of the
Indebtedness shall

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have been or would thereby be paid in full, refunded by the Agent or such
Lender to the Borrower); and (b) in the event that the maturity of the Notes is
accelerated by reason of an election of the holder thereof resulting from any
Event of Default under this Agreement or otherwise, or in the event of any
required or permitted prepayment, then such consideration that constitutes
interest under law applicable to the Agent or any Lender may never include more
than the maximum amount allowed by such applicable law, and excess interest, if
any, provided for in this Agreement or otherwise shall be canceled
automatically by the Agent or such Lender as of the date of such acceleration
or prepayment and, if theretofore paid, shall be credited by the Agent or such
Lender on the principal amount of the Indebtedness (or, to the extent that the
principal amount of the Indebtedness shall have been or would thereby be paid
in full, refunded by the Agent or such Lender to the Borrower). All sums paid
or agreed to be paid to the Agent or to any Lender for the use, forbearance or
detention of sums due hereunder shall, to the extent permitted by law
applicable to the Agent or such Lender, be amortized, prorated, allocated and
spread throughout the full term of the Loans evidenced by the Notes until
payment in full so that the rate or amount of interest on account of any Loans
or other amounts hereunder does not exceed the maximum amount allowed by such
applicable law. If at any time and from time to time (i) the amount of
interest payable to the Agent or any Lender on any date shall be computed at
the Highest Lawful Rate applicable to the Agent or such Lender pursuant to this
Section 12.14 and (ii) in respect of any subsequent interest computation period
the amount of interest otherwise payable to the Agent or such Lender would be
less than the amount of interest payable to the Agent or such Lender computed
at the Highest Lawful Rate applicable to the Agent or such Lender, then the
amount of interest payable to the Agent or such Lender in respect of such
subsequent interest computation period shall continue to be computed at the
Highest Lawful Rate applicable to the Agent or such Lender until the total
amount of interest payable to the Agent or such Lender shall equal the total
amount of interest which would have been payable to the Agent or such Lender if
the total amount of interest had been computed without giving effect to this
Section 12.14.

Section 12.15 Confidentiality. In the event that the Borrower
provides to the Agent or the Lenders written confidential information belonging
to the Borrower, if the Borrower shall denominate such information in writing
as "confidential", the Agent and the Lenders shall thereafter maintain such
information in confidence in accordance with the standards of care and
diligence that each utilizes in maintaining its own confidential information.
This obligation of confidence shall not apply to such portions of the
information which (i) are in the public domain, (ii) hereafter become part of
the public domain without the Agent or the Lenders breaching their obligation
of confidence to the Borrower, (iii) are previously known by the Agent or the
Lenders from some source other than the Borrower, (iv) are hereafter developed
by the Agent or the Lenders without using the Borrower's information, (v) are
hereafter obtained by or available to the Agent or the Lenders from a third
party who owes no obligation of confidence to the Borrower with respect to such
information or through any other means other than through disclosure by the
Borrower, (vi) are disclosed with the Borrower's consent, (vii) must be
disclosed either pursuant to any Governmental Requirement or to Persons
regulating the activities of the Agent or the Lenders, or (viii) as may be
required by law or regulation or order of any Governmental Authority in any
judicial, arbitration or governmental proceeding. Further, the Agent or a
Lender may disclose any such information to any other Lender, any independent
petroleum engineers or consultants, any independent certified public
accountants, any legal counsel in each case employed by such Person in
connection with this Agreement or any Security Instrument, including without
limitation, the enforcement or exercise of all rights and remedies thereunder,
or any assignee or participant (including prospective assignees and
participants) in the Loans; provided, however, that the Agent or Lender imposes
on the Person to whom such information is disclosed the same obligation to
maintain the

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confidentiality of such information as is imposed upon it hereunder.
Notwithstanding anything to the contrary provided herein, this obligation of
confidence shall cease three (3) years from the date the information was
furnished, unless the Borrower requests in writing at least thirty (30) days
prior to the expiration of such three year period, to maintain the
confidentiality of such information for an additional three year period. The
Borrower waives any and all other rights it may have to confidentiality as
against the Agent and the Lenders arising by contract, agreement, statute or
law except as expressly stated in this Section 12.15.

Section 12.16 Designated Senior Indebtedness. The Borrower,
Agent and Lenders agree that the Indebtedness under this Agreement, the Notes
and other Loan Documents constitute "Designated Senior Indebtedness" under the
Subordinated Indentures.

Section 12.17 Refinancing Debt. This Agreement and the Notes
issued pursuant hereto are an amendment, restatement, refinancing,
modification, renewal, rearrangement and increase of the notes and Debt (in the
aggregate principal amount of $150,000,000) issued under and pursuant to the
Prior Credit Agreement, which was an amendment, refinancing, modification,
renewal, rearrangement and increase of the notes and Debt (in the aggregate
principal amount of $50,000,000) issued under and pursuant to that certain
Credit Agreement dated as of December 7, 1994 among the Borrower, the Agent and
the lenders party thereto, as amended.

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The parties hereto have caused this Agreement to be duly executed
as of the day and year first above written.

BORROWER: OCEAN ENERGY, INC.

By:
-----------------------------------
Robert L. Belk
Executive Vice President and Chief
Financial Officer

Address for Notices:

8440 Jefferson Highway
Suite 420
Baton Rouge, Louisiana 70809

Attn: Robert L. Belk

Telecopier No.: (504) 927-1109
Telephone No.: (504) 927-1450

with a copy to:

Ocean Energy, Inc.
3861 Ambassador Caffery Parkway
Suite 500
Lafayette, Louisiana 70503

Attn: Robert K. Reeves

Telecopier No.: (318) 993-4319
Telephone No.: (318) 993-4328

-68-
<PAGE> 75

AGENT: THE CHASE MANHATTAN BANK, as Agent

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

Address for Notices:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: Loan Agency Services Group

Telecopier No.: (212) 552-5777
Telephone No.: (212) 552-7414

With copy to:

Chase Securities Inc.
700 Travis -5 TCBN
Houston, Texas 77002
Telecopier No.: (713) 216-8870
Telephone No.: (713) 216-8869
Attention: Peter Licalzi

-69-
<PAGE> 76
LENDER: THE CHASE MANHATTAN BANK

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

Lending Office for ABR Loans and Eurodollar
Loans:

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

Address for Notices:

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Telecopier No.: (212) 552-5777
Telephone No.: (212) 552-7414
Attention: Agency Services Group

with a copy to:

Chase Securities Inc.
700 Travis -5 TCBN
Houston, Texas 77002
Telecopier No.: (713) 216-8870
Telephone No.: (713) 216-8869
Attention: Peter Licalzi

-70-
<PAGE> 77
LENDER: BANQUE PARIBAS

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

ABR Rate and Eurodollar Lending Office:

1200 Smith Street, Suite 3100
Houston, Texas 77002

Address for Notice:

1200 Smith Street, Suite 3100
Houston, Texas 77002
Attn: Leah Hughes or Nicole Elder
Telecopy No: (713) 659-5305
Telephone No: (713) 659-4811

with copy to:

Banque Paribas
Houston Agency
1200 Smith Street, Suite 3100
Houston, Texas 77002
Attn: Doug Liftman, Vice President
Telecopy: (713) 659-6915
Telephone: (713) 659-4811

-71-
<PAGE> 78
LENDER: BANK ONE, TEXAS, N.A.

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

Lending Office for ABR Loans and Eurodollar
Loans:

910 Travis, 6th Floor
Houston, Texas 77002

Address for Notices:

Bank One, Texas, N.A.
910 Travis, 6th Floor
Houston, Texas 77002

Telecopier No.: (713) 751-3544
Telephone No.: (713) 751-3564
Attention: Mr. John Lane

-72-
<PAGE> 79
LENDER: BANK OF MONTREAL

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

Lending Office for ABR Loans and Eurodollar
Loans:

115 S. LaSalle 11W
Chicago, Illinois 60603

Address for Notices:

Bank of Montreal
700 Louisiana, Suite 4400
Houston, Texas 77002

Telecopier No.: (713) 223-4007
Telephone No.: (713) 546-9700
Attention: Client Services Group

-73-
<PAGE> 80
LENDER: FIRST NATIONAL BANK OF COMMERCE

By:
-----------------------------------
David R. Reid
Senior Vice President

Lending Office for ABR Loans and Eurodollar
Loans:

210 Baronne Street
New Orleans, Louisiana 70112

Address for Notices:

First National Bank of Commerce
210 Baronne Street
New Orleans, Louisiana

Telecopier No.: (504) 561-1316
Telephone No.: (504) 561-2085
Attention: Shelia Mason

-74-
<PAGE> 81
LENDER: SOCIETE GENERALE, SOUTHWEST AGENCY

By:
-----------------------------------
Elizabeth Wilby Hunter
Vice President

Lending Office for ABR Loans and Eurodollar
Loans:

2001 Ross Avenue, Suite 4800
Dallas, Texas 75201

Address for Notice:

2001 Ross Avenue, Suite 4800
Dallas, Texas 75201
Attn: Administration

Telecopy No: (214) 754-0171
Telephone No: (214) 979-2792

with copy to:

Societe Generale
1111 Bagby, Suite 2020
Houston, Texas 77002
Attn: Elizabeth Wilby Hunter Vice President

Telecopy: (713) 650-0824
Telephone: (713) 759-6318

-75-
<PAGE> 82
LENDER: BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSSOCIATION

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

Lending Office for ABR Loans and Eurodollar
Loans:

Bank of America NT & SA
231 S. LaSalle Street
Chicago, IL 60697

Assignee's Eurodollar Lending Office:

Bank of America NT & SA
231 S. LaSalle Street
Chicago, IL 60697

Address for Notice:

333 Clay Street, Suite 4550
Houston, Texas 77002
Attn: Ronald McKaig
Telecopy No: (713) 651-4841
Telephone No: (713) 651-4881

-76-
<PAGE> 83
LENDER: HIBERNIA NATIONAL BANK

By:
-----------------------------------
Colleen McEvoy Smith
Vice President

Lending Office for ABR Loans and Eurodollar
Loans:

313 Carondelet Street
New Orleans, LA 70130

Address for Notices:

313 Carondelet Street, Suite 1300
New Orleans, LA 70130
Telecopier No.: (504) 533-5434
Telephone No.: (504) 533-5395
Attention: Energy/Maritime Department

-77-

<PAGE> 1
EXHIBIT 10.2

SECOND AMENDMENT AND SUPPLEMENT TO MORTGAGE, ASSIGNMENT
OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT

THIS SECOND AMENDMENT AND SUPPLEMENT TO MORTGAGE, ASSIGNMENT OF
PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (this "AMENDMENT") is
entered into as of the effective time and date hereinafter stated (the
"EFFECTIVE DATE") by and between OCEAN ENERGY, INC. (formerly known as Flores &
Rucks, Inc.), a Louisiana corporation whose address for notice hereunder is
8440 Jefferson Highway, Suite 420, Baton Rouge, Louisiana 70809 (the
"MORTGAGOR"), and THE CHASE MANHATTAN BANK, a New York banking corporation with
offices and banking quarters 270 Park Avenue, New York, New York 10017, as
agent (in such capacity, "AGENT"), for the banks which are or become parties to
the Credit Agreement (hereinafter defined) and their successors and assigns
(each bank individually called "LENDER" and collectively called the "LENDERS",
with the Agent acting on behalf of the Lenders hereunder referred to as
"MORTGAGEE").

R E C I T A L S

A. Mortgagor, Mortgagee (formerly known as The Chase Manhattan Bank,
N.A.), and certain of the Lenders previously entered into a Credit Agreement
dated as of December 7, 1994, as amended by First Amendment to Credit Agreement
dated as of December 31, 1994, by Second Amendment to Credit Agreement dated as
of August 14, 1996; and as amended by that certain Amended and Restated Credit
Agreement dated March 27, 1997 (collectively, the "PRIOR CREDIT AGREEMENT").

B. The Prior Credit Agreement is secured by, among other things,
that certain Mortgage, Assignment of Production, Security Agreement and
Financing Statement dated as of December 7, 1994 from Mortgagor to Mortgagee
for the benefit of itself and the lenders signatory to the Prior Credit
Agreement as amended and supplemented by that certain First Amendment and
Supplement to Mortgage, Assignment of Production, Security Agreement and
Financing Statement dated as of March 27, 1997 (collectively, the "MORTGAGE").

C. The Mortgage was duly recorded as set forth in Schedule 1
attached hereto.

D. Of even date herewith, Mortgagor, Mortgagee and the Lenders are
entering into that certain Second Amended and Restated Credit Agreement (the
"CREDIT AGREEMENT") which amends and restates the Prior Credit Agreement and
the loans and indebtedness evidenced thereby in their entirety.

E. Mortgagor and Mortgagee now desire to amend certain terms and
provisions of the Mortgage and to supplement the Mortgage and Exhibit A thereto
to subject to the lien and security interest of the Mortgage the additional
properties described on Exhibit A-1 attached hereto.

NOW, THEREFORE, in view of the foregoing, Mortgagor and Mortgagee do
hereby agree as follows:

1. All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Mortgage.

2. All references in the Mortgage to "this Mortgage", as defined in
the opening paragraph of the Mortgage shall mean the Mortgage as amended and
supplemented hereby and as the same may from time to time be further amended or
supplemented.
<PAGE> 2
3. All references in the Mortgage to "Exhibit A", "attached Exhibit
A" or "Exhibit A hereto" shall mean Exhibit A to the Mortgage, as supplemented
by Exhibit A-1 attached to this Amendment, and as the same may from time to
time be further amended or supplemented and "Hydrocarbon Property", as defined
in Section I(a) of the Mortgage, shall be deemed to include those oil and gas
leases and/or oil, gas and other mineral leases and other interests and estates
and the lands and premises covered or affected thereby which are described on
Exhibit A-1 attached to this Amendment.

4. Section II(a)(i) and Section II(b) of the Mortgage are hereby
amended to read as follows:

"(i) Payment of and performance of any and all indebtedness,
obligations and liabilities of Mortgagor pursuant to the Second Amended
and Restated Credit Agreement dated as of October 15, 1997 among
Mortgagor, Mortgagee and the Lenders (such Credit Agreement together
with all amendments thereto called the "CREDIT AGREEMENT"), including
without limitation, those certain promissory notes which are or may be
executed by Mortgagor in the aggregate principal amount of $250,000,000
with final maturity on or before October 15, 2000 and all other notes
given in substitution therefor or in modification, renewal or extension
thereof, in whole or in part (such notes, as from time to time
supplemented, amended or modified and all other notes given in
substitution therefor or in modification, renewal or extension thereof,
in whole or in part, being hereafter called the "NOTES")."

"(b) It is contemplated and acknowledged that the Indebtedness
may include revolving credit loans and advances from time to time, and
that this Mortgage shall have effect as of the date hereof to secure all
Indebtedness, regardless of whether any amounts are advanced on the date
hereof or on a later date or, whether having been advanced, are later
repaid in part or in whole and further advances made at a later date.
This Mortgage secures all future advances and obligations constituting
Indebtedness. The total amount of obligations and advances secured
hereby may decrease or increase from time to time, but at no time shall
the total amount of obligations and advances secured hereby exceed the
sum of $250,000,000.00"

5. Mortgagor hereby confirms that it has heretofore mortgaged,
affected, pledged and hypothecated, and granted a security interest to
Mortgagee in, the Mortgaged Property; and Mortgagor further mortgages, affects,
pledges and hypothecates and grants a security interest to Mortgagee in, the
Mortgaged Property as supplemented by Exhibit A-1 attached hereto, to Mortgagee
on its behalf and on behalf of the Lenders to secure the payment and
performance of the Indebtedness, as amended hereby.

6. Mortgagor hereby confirms that it has heretofore absolutely and
unconditionally assigned, transferred and conveyed and does hereby absolutely
and unconditionally assign, transfer and convey to Mortgagee, its successors
and assigns, all of the Hydrocarbons and all products obtained or processed
therefrom attributable to the Hydrocarbon Property, and the revenues and
proceeds now and hereafter attributable to the Hydrocarbons and said products
and all payments in lieu of the Hydrocarbons such as "take or pay" payments or
settlements, all in accordance with Section V of the Mortgage as amended by
this Amendment.

7. Mortgagor hereby confirms and acknowledges that the Credit
Agreement constitutes a modification, renewal and extension of its liabilities
and debts represented by the Prior Credit Agreement.

2
<PAGE> 3
Mortgagor acknowledges and confirms that the Credit Agreement does not
constitute or effect a novation of the Prior Credit Agreement.

8. The parties hereto hereby acknowledge and agree that except as
specifically amended, changed or modified hereby, the Mortgage shall remain in
full force and effect in accordance with its terms. None of the rights, titles
and interests existing and to exist under the Mortgage are hereby released,
diminished or impaired, and Mortgagor hereby reaffirms all covenants,
representations and warranties made in the Mortgage.

9. This Amendment may be executed in two or more counterparts, and
it shall not be necessary that the signatures of all parties hereto be
contained on any one counterpart hereof.

[SIGNATURES BEGIN NEXT PAGE]

3
<PAGE> 4

THUS DONE AND PASSED this ___ day of October, 1997 to be effective on
and as of the 15th day of October, 1997 (the "EFFECTIVE DATE") in my presence
and in the presence of the undersigned witnesses who hereunto sign their names
with Mortgagor and me, Notary, after reading of the whole.

MORTGAGOR:

WITNESSES: OCEAN ENERGY, INC.

By:
- ----------------------------- ---------------------------------
Name: Robert L. Belk
Executive Vice President and
Chief Financial Officer
- -----------------------------
Name:
ATTEST:

By:
---------------------------------
[SEAL] Robert K. Reeves
Secretary

-----------------------------------
Notary Public in and for the
State of Texas

My Commission expires:

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

4
<PAGE> 5

MORTGAGEE:

WITNESSES: THE CHASE MANHATTAN BANK

By:
- ----------------------------- ---------------------------------
Name: Robert L. Belk
Executive Vice President and
Chief Financial Officer
- -----------------------------
Name:
ATTEST:

By:
---------------------------------
[SEAL] Robert K. Reeves
Secretary

-----------------------------------
Notary Public in and for the
State of Texas

My Commission expires:

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

<PAGE> 1

EXHIBIT 10.3

SECOND AMENDED AND RESTATED
GUARANTY AGREEMENT

DATED AS OF OCTOBER 15, 1997

OCEAN ENERGY, INC.
AS GUARANTOR,

IN FAVOR OF

THE CHASE MANHATTAN BANK,
AS AGENT,

AND

THE LENDERS SIGNATORY TO THE CREDIT AGREEMENT
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ARTICLE I
General Terms

Section 1.01 Terms Defined Above. . . . . . . . . . . . . . . . . . 1
Section 1.02 Certain Definitions. . . . . . . . . . . . . . . . . . 1
Section 1.03 Credit Agreement Definitions . . . . . . . . . . . . . 3

ARTICLE II
The Guaranty

Section 2.01 Obligations Guaranteed. . . . . . . . . . . . . . . . . 3
Section 2.02 Nature of Guaranty. . . . . . . . . . . . . . . . . . . 3
Section 2.03 Lenders' Rights. . . . . . . . . . . . . . . . . . . . 4
Section 2.04 Guarantor's Waivers. . . . . . . . . . . . . . . . . . 4
Section 2.05 Maturity of Obligations; Payment. . . . . . . . . . . . 4
Section 2.06 Lenders' or Agent's Expenses. . . . . . . . . . . . . . 4
Section 2.07 Liability. . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.08 Events and Circumstances Not Reducing or Discharging the
Guarantor's Obligations. . . . . . . . . . . . . . . . 5
Section 2.09 Subrogation. . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III
Representations and Warranties; Covenants

Section 3.01 Representations and Warranties. . . . . . . . . . . . . 7
Section 3.02 Covenants. . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.03 Financial Covenants. . . . . . . . . . . . . . . . . . 12

ARTICLE IV
Security

Section 4.01 Grant of Security Interest. . . . . . . . . . . . . . . 13
Section 4.02 Financing Statements. . . . . . . . . . . . . . . . . . 13
Section 4.03 Remedies. . . . . . . . . . . . . . . . . . . . . . . . 13
Section 4.04 Rights. . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE V
Miscellaneous

Section 5.01 Successors and Assigns. . . . . . . . . . . . . . . . . 13
Section 5.02 Notices. . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.03 Governing Law; Submission to Jurisdiction; Waiver
of Jury Trial. . . . . . . . . . . . . . . . . . . . . 14
Section 5.04 NO ORAL AGREEMENTS. . . . . . . . . . . . . . . . . . . 15
Section 5.05 Prior Guaranty. . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
<PAGE> 3
Exhibit A Form of Certificate of Responsible Officer of Guarantor re: No
Default and Financial Covenants

Schedule I Taxes
Schedule II Subsidiaries

ii
<PAGE> 4
THIS SECOND AMENDED AND RESTATED GUARANTY AGREEMENT by OCEAN
ENERGY, INC. (formerly known as Flores & Rucks, Inc.), a Delaware corporation
("Guarantor"), is in favor of THE CHASE MANHATTAN BANK, as agent (in such
capacity, "Agent") for the lenders which are or become parties to the Credit
Agreement (each lender individually called a "Lender" and collectively called
the "Lenders").

RECITALS:

A. Ocean Energy, Inc. (formerly known as Flores & Rucks, Inc.), a
Louisiana corporation (the "Borrower"), the Agent and certain financial
institutions entered into that certain Amended and Restated Credit Agreement
dated as of March 27, 1997 (the "Prior Credit Agreement").

B. One of the terms and conditions stated in the Prior Credit
Agreement for the making of the loans described therein was the execution and
delivery to the Agent of that certain Amended and Restated Guaranty Agreement
dated as of March 27, 1997 (the "Prior Guaranty Agreement").

C. Of even date herewith, the Borrower, the Agent and the Lenders
are entering into that certain Second Amended and Restated Credit Agreement (as
amended or supplemented from time to time, the "Credit Agreement") which amends
and restates the Prior Credit Agreement.

D. The Agent and the Lenders have requested and the Guarantor has
agreed to amend and restate the Prior Guaranty Agreement.

E. NOW, THEREFORE, (i) in order to comply with the terms and
conditions of the Credit Agreement, (ii) to induce the Lenders, at any time or
from time to time, to loan monies, with or without security to or for the
account of the Borrower in accordance with the terms of the Credit Agreement,
(iii) at the special insistence and request of the Lenders, and (iv) for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Guarantor hereby agrees as follows:

ARTICLE I
General Terms

Section 1.01 Terms Defined Above. As used in this Guaranty Agreement,
the terms "Agent", "Borrower", "Guarantor", "Lender", "Lenders", "Credit
Agreement", "Prior Credit Agreement" and "Prior Guaranty Agreement" shall have
the meanings indicated above.

Section 1.02 Certain Definitions. As used in this Guaranty Agreement,
the following terms shall have the following meanings, unless the context
otherwise requires:

"Adjusted Consolidated Net Tangible Assets" shall have the meaning
assigned such term in the Indenture.

"Collateral" shall have the meaning indicated in Section 4.01 hereof.

"Consolidated Net Income" shall mean, with respect to the Guarantor and
its Restricted Subsidiaries, for any period, the aggregate of the net income
(or loss) of the Guarantor and its Restricted Subsidiaries after allowances for
taxes for such period, determined on a consolidated basis in accordance

1
<PAGE> 5
with GAAP; provided that there shall be excluded from such net income (to the
extent otherwise included therein) the following: (i) the net income of any
Person in which the Guarantor or any Restricted Subsidiary has an interest
(which interest does not cause the net income of such other Person to be
consolidated with the net income of the Guarantor and its Restricted
Subsidiaries in accordance with GAAP), except to the extent of the amount of
cash dividends or cash distributions actually paid in such period by such other
Person to the Guarantor or to a Restricted Subsidiary, as the case may be; (ii)
the net income (but not loss) of any Restricted Subsidiary to the extent that
the declaration or payment of dividends or similar distributions or transfers
or loans by that Restricted Subsidiary is not at the time permitted by
operation of the terms of its charter or any agreement, instrument or
Governmental Requirement applicable to such Restricted Subsidiary, or is
otherwise restricted or prohibited in each case determined in accordance with
GAAP; (iii) the net income (or loss) of any Person acquired in a
pooling-of-interests transaction for any period prior to the date of such
transaction; (iv) any extraordinary gains or losses, including gains or losses
attributable to Property sales not in the ordinary course of business; (v) the
cumulative effect of a change in accounting principles and any gains or losses
attributable to writeups or write downs of assets; and (vi) any write downs of
non-current assets, provided however, that any ceiling limitation write downs
under SEC guidelines shall be treated as capitalized costs, as if such write
downs had not occurred.

"EBITDA" shall mean, for any period, the sum, determined (without
duplication) for the Guarantor and its Restricted Subsidiaries, determined on a
consolidated basis, of (i) net income (or net loss) of the Guarantor and its
Restricted Subsidiaries for such period (calculated before extraordinary items
and income attributable to minority interest in Affiliates which has not been
remitted in cash to the Guarantor or its Restricted Subsidiaries); plus (ii)
Interest Expense for such period to the extent deducted in the determination of
such net income (or loss); plus (iii) depreciation, amortization and other
similar non-cash items to the extent deducted in the determination of such net
income (or loss) plus (iv) all taxes accrued for such period on or measured by
income to the extent deducted in the determination of such net income (or
loss); provided that if the Guarantor or any Restricted Subsidiary shall
acquire any Person, EBITDA for the preceding 12-month period prior to such
acquisition may be determined on a pro forma basis using the revenue
attributable to such Person's Oil and Gas Properties net of operating expenses,
severance and ad valorem taxes incurred with respect to such Properties during
the relevant period.

"Guaranty Agreement" shall mean this Second Amended and Restated
Guaranty Agreement, as the same may from time to time be amended or
supplemented.

"Interest Coverage Ratio" shall mean the ratio of EBITDA as of the end
of any fiscal quarter to Interest Expense as of the end of any fiscal quarter.

"Interest Expense" shall mean, for any period, the sum (determined
without duplication) of the aggregate amount of interest expense accruing
during such period on Debt of the Guarantor and its Restricted Subsidiaries,
determined on a consolidated basis, including the interest portion of payments
under capitalized leases and any capitalized interest, but excluding
amortization of debt discount and expense.

"Obligations" shall mean: (a) any and all indebtedness, obligations and
liabilities of the Borrower pursuant to the Credit Agreement and the other Loan
Documents to which the Borrower is a party, including without limitation, the
unpaid principal of and interest on the Notes (whether accruing prior or
subsequent to the filing of a petition or other action concerning bankruptcy or
other similar proceeding); (b) any additional loans made by the Lenders to the
Borrower or any of its Restricted Subsidiaries; (c) payment of and performance
of any and all present or future obligations of the Borrower according to the

2
<PAGE> 6
terms of any present or future interest or currency rate swap, rate cap, rate
floor, rate collar, exchange transaction, forward rate agreement or other
exchange or rate protection agreements or any option with respect to any such
transaction now existing or hereafter entered into between the Borrower or any
of its Restricted Subsidiaries and the Agent or any of the Lenders; (d) payment
of and performance of any and all present or future obligations of the Borrower
or any of its Restricted Subsidiaries according to the terms of any present or
future swap agreements, cap, floor, collar, exchange transaction, forward
agreement or other exchange or protection agreements relating to crude oil,
natural gas or other hydrocarbons or any option with respect to any such
transaction now existing or hereafter entered into between the Borrower or any
of its Restricted Subsidiaries and the Agent or any of the Lenders; (e)
performance of all Letter of Credit Agreements executed from time to time by
the Borrower under or pursuant to the Credit Agreement and all reimbursement
obligations for drawn or undrawn portions under any Letter of Credit now
outstanding or hereafter issued under or pursuant to the Credit Agreement; (f)
all renewals, rearrangements, increases, extensions for any period, amendments
or supplement in whole or in part of the Notes or any documents evidencing the
above; and (g) the obligations of Guarantor under this Guaranty Agreement.

"Tangible Net Worth" shall mean, as at any date, the sum of the
following for the Guarantor and its Restricted Subsidiaries determined (without
duplication) in accordance with GAAP:

(i) preferred stock (if any), par value of common stock,
capital in excess of par value of common stock, and retained earnings;
less

(ii) treasury stock (if any), goodwill, cost in excess of fair
value of net assets acquired and all other assets as are properly
classified as intangible assets under GAAP; plus

(iii) the amount of noncash write downs of long-lived assets in
compliance with GAAP, intangible drilling costs capitalized in
accordance with GAAP and unamortized debt discount and expense to the
extent classified as an intangible asset by GAAP.

Section 1.03 Credit Agreement Definitions. Unless otherwise defined
herein, all terms beginning with a capital letter which are defined in the
Credit Agreement shall have the same meanings herein as therein.

ARTICLE II
The Guaranty

Section 2.01 Obligations Guaranteed. The Guarantor hereby irrevocably
and unconditionally guarantees the prompt payment at maturity of the
Obligations.

Section 2.02 Nature of Guaranty. This guaranty is an absolute,
irrevocable, completed and continuing guaranty of payment and not a guaranty of
collection, and no notice of the Obligations or any extension of credit already
or hereafter contracted by or extended to the Borrower need be given to the
Guarantor. This guaranty may not be revoked by the Guarantor and shall
continue to be effective with respect to debt under the Obligations arising or
created after any attempted revocation by the Guarantor and shall remain in
full force and effect until the Obligations are paid in full and the Aggregate
Commitments are terminated, notwithstanding that from time to time prior
thereto no Obligations may be outstanding. The Borrower and the Lenders may
modify, alter, rearrange, extend for any period and/or renew from time to time,
the Obligations, and the Lenders may waive any Default or Events of Default
without notice to the Guarantor and in such event the Guarantor will remain
fully bound hereunder on

3
<PAGE> 7
the Obligations. This Guaranty Agreement shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of the Obligations
is rescinded or must otherwise be returned by the Lenders upon the insolvency,
bankruptcy or reorganization of the Borrower or otherwise, all as though such
payment had not been made. This Guaranty Agreement may be enforced by the
Lenders and any subsequent holder of the Obligations and shall not be
discharged by the assignment or negotiation of all or part of the Obligations.
Without prejudice to any notices expressly required by the terms hereof, the
Guarantor hereby expressly waives presentment, demand, notice of non-payment,
protest and notice of protest and dishonor, notice of Event of Default, notice
of intent to accelerate the maturity and notice of acceleration of the maturity
and any other notice in connection with the Obligations, and also notice of
acceptance of this Guaranty Agreement, acceptance on the part of the Lenders
being conclusively presumed by their request for this Guaranty Agreement and
delivery of the same to the Agent.

Section 2.03 Lenders' Rights. The Guarantor authorizes the Agent,
without notice or demand and without affecting the Guarantor's liability
hereunder, to take and hold security for the payment of this Guaranty Agreement
and/or the Obligations, and exchange, enforce, waive and release any such
security; and to apply such security and direct the order or manner of sale
thereof as the Agent in its discretion may determine; and to obtain a guaranty
of the Obligations from any one or more Persons and at any time or times to
enforce, waive, rearrange, modify, limit or release any of such other Persons
from their obligations under such guaranties.

Section 2.04 Guarantor's Waivers. The Guarantor waives any right to
require the Lenders to (a) proceed against the Borrower or any other person
liable on the Obligations, (b) enforce its rights against any other guarantor
of the Obligations (c) proceed or enforce its rights against or exhaust any
security given to secure the Obligations (d) have the Borrower joined with the
Guarantor in any suit arising out of this Guaranty Agreement and/or the
Obligations, or (e) pursue any other remedy in the Lenders' powers whatsoever.
The Lenders shall not be required to mitigate damages or take any action to
reduce, collect or enforce the Obligations. The Guarantor waives any defense
arising by reason of any disability, lack of corporate authority or power, or
other defense of the Borrower or any other guarantor of the Obligations, and
shall remain liable hereon regardless of whether the Borrower or any other
guarantor be found not liable thereon for any reason. Whether and when to
exercise any of the remedies of the Lenders under any of the Loan Documents
shall be in the sole and absolute discretion of the Lenders, and no delay by
the Agent in enforcing any remedy, including delay in conducting a foreclosure
sale, shall be a defense to the Guarantor's liability under this Guaranty
Agreement. To the extent allowed by applicable law, the Guarantor hereby
waives any good faith duty on the part of the Agent or the Lenders in
exercising any remedies provided in the Loan Documents.

Section 2.05 Maturity of Obligations; Payment. The Guarantor agrees
that if the maturity of the Obligations is accelerated by bankruptcy or
otherwise, such maturity shall also be deemed accelerated for the purpose of
this Guaranty Agreement without demand or notice to the Guarantor. The
Guarantor will, within five (5) days after notice from the Agent of the
Borrower's failure to pay the Obligations at maturity, pay to the Agent, for
its benefit and the benefit of the Lenders, the amount due and unpaid by the
Borrower and guaranteed hereby. The failure of the Agent to give this notice
shall not in any way release the Guarantor hereunder.

Section 2.06 Lenders' or Agent's Expenses. If the Guarantor fails to
pay the Obligations after notice required under Section 2.05 from the Agent of
the Borrower's failure to pay any Obligations at maturity, and if the Lenders
obtain the services of an attorney for collection of amounts owing by the
Guarantor hereunder, or obtaining advice of counsel in respect of any of their
rights under the guaranty, or if suit is filed to enforce this Guaranty
Agreement, or if proceedings are had in any bankruptcy,

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probate, receivership or other judicial proceedings for the establishment or
collection of any amount owing by the Guarantor hereunder, or if any amount
owing by the Guarantor hereunder is collected through such proceedings, the
Guarantor agrees to pay to the Agent for its benefit and the benefit of the
Lenders the Lenders' reasonable attorneys' fees.

Section 2.07 Liability. It is expressly agreed that the liability of
the Guarantor for the payment of the Obligations guaranteed hereby shall be
primary and not secondary.

Section 2.08 Events and Circumstances Not Reducing or Discharging the
Guarantor's Obligations. The Guarantor hereby consents and agrees to each of
the following to the fullest extent permitted by law, agrees that its
obligations under this Guaranty Agreement shall not be released, diminished,
impaired, reduced or adversely affected by any of the following, and waives any
rights (including without limitation rights to notice) which it might otherwise
have as a result of or in connection with any of the following:

(a) Modifications, etc. Any renewal, extension, modification,
increase, decrease, alteration or rearrangement of all or any part of the
Obligations, the aggregate Commitments, the Notes, or the Credit Agreement or
any instrument executed in connection therewith, or any contract or
understanding between the Borrower and the Lenders, or any other Person,
pertaining to the Obligations;

(b) Adjustment, etc. Any adjustment, indulgence, forbearance or
compromise that might be granted or given by the Lenders to the Borrower or the
Guarantor or any Person liable on the Obligations;

(c) Condition of Borrower or the Guarantor. The insolvency,
bankruptcy arrangement, adjustment, composition, liquidation, disability,
dissolution, death or lack of power of the Borrower or the Guarantor or any
other Person at any time liable for the payment of all or part of the
Obligations; or any dissolution of the Borrower or the Guarantor, or any sale,
lease or transfer of any or all of the assets of the Borrower or the Guarantor,
or any changes in the shareholders, partners, or members of the Borrower or the
Guarantor; or any reorganization of the Borrower or the Guarantor;

(d) Invalidity of Obligations. The invalidity, illegality or
unenforceability of all or any part of the Obligations, or any document or
agreement executed in connection with the Obligations, for any reason
whatsoever, including without limitation the fact that the Obligations, or any
part thereof, exceed the amount permitted by law, the act of creating the
Obligations or any part thereof is ultra vires, the officers or representatives
executing the documents or otherwise creating the Obligations acted in excess
of their authority, the Obligations violate applicable usury laws, the Borrower
has valid defenses, claims or offsets (whether at law, in equity or by
agreement) which render the Obligations wholly or partially uncollectible from
the Borrower, the creation, performance or repayment of the Obligations (or the
execution, delivery and performance of any Loan Document) is illegal,
uncollectible, legally impossible or unenforceable, or the Credit Agreement,
the Notes or other Loan Documents pertaining to the Obligations have been
forged or otherwise are irregular or not genuine or authentic;

(e) Release of Obligors. Any full or partial release of the
liability of the Borrower on the Obligations or any part thereof, of any
co-guarantors, or any other Person now or hereafter liable, whether directly or
indirectly, jointly, severally, or jointly and severally, to pay, perform,
guarantee or assure the payment of the Obligations or any part thereof, it
being recognized, acknowledged and agreed by the Guarantor that the Guarantor
may be required to pay the Obligations in full without assistance or support of
any other Person, and the Guarantor has not been induced to enter into this
Guaranty Agreement on the basis of a contemplation, belief, understanding or
agreement that other parties other than the Borrower

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will be liable to perform the Obligations, or the Agent and the Lenders will
look to other parties to perform the Obligations;

(f) Other Security. The taking or accepting of any other security,
collateral or guaranty, or other assurance of payment, for all or any part of
the Obligations;

(g) Release of Collateral, etc. Any release, surrender, exchange,
subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) of any
collateral, Property or security, at any time existing in connection with, or
assuring or securing payment of, all or any part of the Obligations;

(h) Care and Diligence. The failure of the Agent or any other Person
to exercise diligence or reasonable care in the preservation, protection,
enforcement, sale or other handling or treatment of all or any part of such
collateral, Property or security;

(i) Status of Liens. The fact that any collateral, security or Lien
contemplated or intended to be given, created or granted as security for the
repayment of the Obligations shall not be properly perfected or created, or
shall prove to be unenforceable or subordinate to any other security interest
or Lien, it being recognized and agreed by the Guarantor that the Guarantor is
not entering into this Guaranty Agreement in reliance on, or in contemplation
of the benefits of, the validity, enforceability, collectibility or value of
any of the collateral for the Obligations. Notwithstanding the foregoing, the
Guarantor does not hereby waive or release (expressly or impliedly) any right
to be subrogated to the rights of the Lenders in any collateral or security for
the Obligations, after payment in full of the Obligations; the Guarantor's
rights of subrogation are, however, subordinate to the rights, claims and Liens
of the Agent and the Lenders;

(j) Payments Rescinded. Any payment by the Borrower to the Lenders
is held to constitute a preference under the bankruptcy laws, or for any reason
the Agent and the Lenders are required to refund such payment or pay such
amount to the Borrower or someone else; or

(k) Other Actions Taken or Omitted. Any other action taken or
omitted to be taken with respect to the Credit Agreement, and Loan Document,
the Obligations, or the security and collateral therefor, whether or not such
action or omission prejudices the Guarantor or increases the likelihood that
the Guarantor will be required to pay the Obligations pursuant to the terms
hereof; it being the unambiguous and unequivocal intention of the Guarantor
that the Guarantor shall be obligated to pay the Obligations when due,
notwithstanding any occurrence, circumstance, event, action, or omission
whatsoever, whether contemplated or uncontemplated, and whether or not
otherwise or particularly described herein, except for the full and final
payment and satisfaction of the Obligations.

Section 2.09 Subrogation. Until the Obligations have been paid in full
and the Aggregate Commitments terminated, the Guarantor hereby waives any
claim, right or remedy which the Guarantor may now have or hereafter acquire
against the Borrower which arises out of this Guaranty Agreement or from the
performance by the Guarantor hereunder, including without limitation, any
claim, remedy or right of subrogation, reimbursement, exoneration,
indemnification, or participation in any such claim, right or remedy of the
Agent or any Lender against the Borrower. Until the Obligations have been paid
in full and the Aggregate Commitments terminated, the Guarantor further waives
any benefit of any right to participate in any security now or hereafter held
by the Agents and/or the Lenders.

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ARTICLE III
Representations and Warranties; Covenants

Section 3.01 Representations and Warranties. In order to induce the
Agent and the Lenders to accept this Guaranty Agreement, the Guarantor
represents and warrants (which representations and warranties will survive the
creation of the Obligations and any extension of credit thereunder) that:

(a) Benefit to the Guarantor. The Borrower is a Wholly Owned
Subsidiary of the Guarantor; and the Guarantor's guaranty pursuant to this
Guaranty Agreement reasonably may be expected to benefit, directly or
indirectly, the Guarantor; and the Guarantor has determined that this Guaranty
Agreement is necessary and convenient to the conduct, promotion and attainment
of the business of the Guarantor and the Borrower.

(b) Corporate Existence. The Guarantor (i) is a corporation duly
organized, legally existing and in good standing under the laws of the State of
Delaware; (ii) has all requisite corporate power, and has all material
governmental licenses, authorizations, consents and approvals necessary to own
its assets and carry on its business as now being or as proposed to be
conducted; and (iii) is qualified to do business in all jurisdictions in which
the nature of the business conducted by it makes such qualification necessary
and where failure so to qualify would have a Material Adverse Effect.

(i) The audited consolidated balance sheet of the Guarantor and its
Restricted Subsidiaries as at December 31, 1996 and the related
consolidated statement of operations, stockholders' equity and cash flow
of the Guarantor and its Restricted Subsidiaries for the fiscal year
ended on said date, with the opinion thereon of Arthur Andersen LLP
heretofore furnished to each of the Lenders, and the unaudited
consolidated balance sheet of the Guarantor and its Restricted
Subsidiaries as at June 30, 1997 and their related consolidated
statement of operations and cash flow of the Guarantor and its
Restricted Subsidiaries for the 6-month period ended on such date
heretofore furnished to each of the Lenders are complete and correct and
fairly present, in all material respects, the consolidated financial
condition of the Guarantor as at said dates and the results of its
operations for the fiscal year and the 6-month period ending on said
dates, all in accordance with GAAP, as applied on a consistent basis
(subject, in the case of the interim financial statements, to normal
year-end adjustments).

(ii) The Guarantor has, on the Closing Date, no material Debt,
contingent liabilities, liabilities for taxes, unusual forward or long-
term commitments or unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided
for in the Financial Statements. Since December 31, 1996, there has
been no change or event having a Material Adverse Effect.

(d) Litigation. As of the Closing Date, there is no litigation,
legal, administrative or arbitral proceeding, investigation or other action of
any nature pending or, to the knowledge of the Guarantor threatened against or
affecting the Guarantor which involves the possibility of any judgment or
liability against the Guarantor not fully covered by insurance (except for
normal deductibles), and which would have a Material Adverse Effect.

(e) No Breach. Neither the execution and delivery of the Loan
Documents nor compliance with the terms and provisions hereof will conflict
with or result in a breach of, or require any consent

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<PAGE> 11
which has not been obtained as of the Closing Date under, the respective
charter or by-laws of the Guarantor or any Governmental Requirement or any
agreement or instrument to which the Guarantor is a party or by which it is
bound or to which it or its Properties are subject, or constitute a default
under any such agreement or instrument, or result in the creation or imposition
of any Lien upon any of the revenues or assets of the Guarantor pursuant to the
terms of any such agreement or instrument other than the Liens created by the
Loan Documents.

(f) Authority. The Guarantor has all necessary corporate power and
authority to execute, deliver and perform the obligations under the Loan
Documents to which it is a party; the execution, delivery and performance by
the Guarantor of the Loan Documents to which it is a party, have been duly
authorized by all necessary corporate action; and the Loan Documents to which
the Guarantor is a party constitute its legal, valid and binding obligations
enforceable in accordance with their terms.

(g) Approvals. No authorizations, approvals or consents of, and no
filings or registrations with, any Governmental Authority are necessary for the
execution, delivery or performance by the Guarantor of the Loan Documents to
which it is a party or for the validity or enforceability thereof.

(h) Taxes. Except as set out in Schedule I, the Guarantor has filed
all United States Federal income tax returns and, to the best of its knowledge,
all other tax returns which are required to be filed by it and has paid all
material taxes due pursuant to such returns or pursuant to any assessment
received by it. The charges, accruals and reserves on the books of the
Guarantor in respect of taxes and other governmental charges are, in the
opinion of the Guarantor, adequate. No tax lien has been filed and, to the
knowledge of the Guarantor, no claim is being asserted with respect to any such
tax, fee or other charge.

(i) No Material Misstatements. No written information, statement,
exhibit, certificate, document or report furnished to the Agent and the Lenders
(or any of them) by the Guarantor or any of its Subsidiaries in connection with
the negotiation of this Guaranty Agreement or any Loan Document contained any
material misstatement of fact or omitted to state a material fact or any fact
necessary to make the statement contained therein not materially misleading in
the light of the circumstances in which made and with respect to the Guarantor
and/or the Borrower. There is no fact peculiar to the Guarantor or the
Borrower which has a Material Adverse Effect or in the future is reasonably
likely to have (so far as the Guarantor can now foresee) a Material Adverse
Effect and which has not been set forth in this Guaranty Agreement or the other
documents, certificates and statements furnished to the Agent by or on behalf
of the Guarantor or any of its Subsidiaries prior to, or on, the Closing Date
in connection with the transactions contemplated hereby.

(j) Defaults. Neither the Guarantor nor any of its Subsidiaries is
in default nor has any event or circumstance occurred which, but for the
expiration of any applicable grace period or the giving of notice, or both,
would constitute a default under any material agreement or instrument to which
the Guarantor or any of its Subsidiaries is a party or by which the Guarantor
or any of its Subsidiaries is bound which default would have a Material Adverse
Effect.

(k) Solvency. The Guarantor hereby represents that (i) it is not
insolvent as of the date hereof and will not be rendered insolvent as a result
of this Guaranty Agreement, (ii) it is not engaged in business or a
transaction, or about to engage in a business or a transaction, for which any
Property or assets remaining with the Guarantor is unreasonably small capital,
and (iii) it does not intend to incur, or believe it will incur, debts that
will be beyond its ability to pay as such debts mature.

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(l) Copies of Subordinated Indentures. The Guarantor has delivered
to the Agent true and complete copies of each of the Agreements evidencing the
Subordinated Debt, the Subordinated Indentures and the Subordinated Notes.

(m) Receipt of Credit Agreement; No Representation by Agent or
Lenders. The Guarantor has received a copy of the Credit Agreement and is
familiar with the terms thereof. Neither the Agent nor any other Person has
made any representation, warranty or statement to the Guarantor in order to
induce the Guarantor to execute this Guaranty Agreement.

(n) Subsidiaries. Except as set forth on Schedule II, the Guarantor
has no Subsidiaries. Except as indicated on Schedule II, the Guarantor has no
Unrestricted Subsidiaries.

(o) Environmental Matters. Except as could not reasonably be
expected to have a Material Adverse Effect, (i) neither any Property of the
Guarantor nor the operations conducted thereon violate any order or requirement
of any court or Governmental Authority or any Environmental Laws; and (ii) the
Guarantor has no known contingent liability in connection with any release or
threatened release of any oil, hazardous substance or solid waste into the
environment.

Section 3.02 Covenants. The Guarantor covenants and agrees that, so
long as any of the Commitments are in effect and until payment in full of all
Loans thereunder, all interest thereon and all other amounts payable by the
Borrower under the Credit Agreement:

(a) Financial Statements. The Guarantor shall deliver, or shall
cause to be delivered, to the Agent with sufficient copies of each for the
Lenders:

(i) As soon as available and in any event within 120 days after the
end of each fiscal year of the Guarantor, the audited consolidated and
consolidating statements of operations, stockholders' equity, changes in
financial position and cash flow of the Guarantor and its Restricted
Subsidiaries for such fiscal year, and the related consolidated and
consolidating balance sheets of the Guarantor and its Restricted
Subsidiaries as at the end of such fiscal year, and setting forth in
each case in comparative form the corresponding figures for the
preceding fiscal year, and accompanied by the related opinion of
independent public accountants of recognized national standing
acceptable to the Agent which opinion shall state that said financial
statements fairly present, in all material respects, the consolidated
and consolidating financial condition and results of operations of the
Guarantor and its Restricted Subsidiaries as at the end of, and for,
such fiscal year and that such financial statements have been prepared
in accordance with GAAP except for such changes in such principles with
which the independent public accountants shall have concurred and such
opinion shall not contain a "going concern" or like qualification or
exception, and a certificate of such accountants stating that, in making
the examination necessary for their opinion, they obtained no knowledge,
except as specifically stated, of any Default.

(ii) As soon as available and in any event within 60 days after the
end of each of the first three fiscal quarterly periods of each fiscal
year of the Guarantor, consolidated and consolidating statements of
operations, changes in financial position and cash flow of the Guarantor
and its Restricted Subsidiaries for such period and for the period from
the beginning of the respective fiscal year to the end of such period,
and the related consolidated and consolidating balance sheets as at the
end of such period, and setting forth in each case in comparative form
the corresponding figures for the corresponding period in the preceding
fiscal year, accompanied by

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the certificate of a Responsible Officer, which certificate shall state
that said financial statements fairly present, in all material respects,
the consolidated and consolidating financial condition and results of
operations of the Guarantor and its Restricted Subsidiaries in
accordance with GAAP, as at the end of, and for, such period (subject to
normal year-end audit adjustments).

(iii) Promptly after the Guarantor knows that any Default or any
Material Adverse Effect has occurred, a notice of such Default or
Material Adverse Effect, describing the same in reasonable detail and
the action the Guarantor proposes to take, or cause the Borrower to
take, with respect thereto.

(iv) Promptly upon receipt thereof, a copy of each other report or
letter submitted to the Guarantor by its independent accountants in
connection with any annual, interim or special audit made by them of the
books of the Guarantor and a copy of any response by the Guarantor or
its Board of Directors to such letter or report.

(v) Promptly upon its becoming available, each financial statement,
report, notice or proxy statement sent by the Guarantor to its
stockholders generally and each regular or periodic report and any
registration statement, prospectus or written communication (other than
transmittal letters) in respect thereof filed by the Guarantor with or
received by the Guarantor in connection therewith from any securities
exchange or the SEC or any successor agency.

(vi) Promptly after the furnishing thereof, copies of any statement,
certificate, report or notice furnished to the holders of the
Subordinated Notes, the trustee under either Subordinated Indenture, or
any other Person pursuant to the terms of any indenture, loan or credit
or other similar agreement, other than the Credit Agreement or this
Guaranty Agreement and not otherwise required to be furnished to the
Agent and/or the Lenders pursuant to any other provision of this Section
3.02 or the Credit Agreement.

(vii) From time to time such other information regarding the business,
affairs or financial condition of the Guarantor as the Agent may
reasonably request.

The Guarantor will furnish to the Agent, at the time it furnishes each
set of financial statements pursuant to clauses (i) or (ii) above, a
certificate substantially in the form of Exhibit A hereto executed by a
Responsible Officer (x) certifying as to the matters set forth therein and
stating that no Default has occurred and is continuing (or, if any Default has
occurred and is continuing, describing the same in reasonable detail), and (y)
setting forth in reasonable detail the computations necessary to determine
whether the Guarantor is in compliance with Sections 3.03(a), (b), (c), (d) and
(e) of this Guaranty Agreement as of the end of the respective fiscal quarter
or fiscal year.

(b) Litigation. The Guarantor shall promptly give to the Agent
notice of: (i) all legal or arbitral proceedings, and of all proceedings
before any Governmental Authority affecting the Guarantor, except proceedings
which, if adversely determined, would not have a Material Adverse Effect, and
(ii) of any litigation or proceeding affecting the Guarantor in which the
amount involved is in excess of $5,000,000 and not covered by insurance, or in
which injunctive or similar relief is sought. The Guarantor will promptly
notify the Agent (who shall promptly notify each of the Lenders) of any claim,
judgment, Lien or other encumbrance affecting any of its Property if the value
of the claim, judgment, Lien, or other encumbrance affecting such Property
shall individually or in the aggregate exceed $5,000,000.

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(c) Maintenance. The Guarantor shall preserve and maintain its
corporate existence and all of its material rights, privileges and franchises;
keep books of record and account in which full, true and correct entries will
be made of all dealings or transactions in relation to its business and
activities; comply with all Governmental Requirements if failure to comply with
such requirements will have a Material Adverse Effect; pay and discharge all
taxes, assessments and governmental charges or levies imposed on it or on its
income or profits or on any of its Property prior to the date on which
penalties attach thereto, except for any such tax, assessment, charge or levy
the payment of which is being contested in good faith and by proper proceedings
and against which adequate reserves are being maintained; upon reasonable
notice, and permit representatives of the Agent or any Lender, during normal
business hours, to examine, copy and make extracts from its books and records,
to inspect its Properties, and to discuss its business and affairs with its
officers, all to the extent reasonably requested by such Lender or the Agent
(as the case may be).

(d) Further Assurances. The Guarantor will cure promptly any defects
in the execution and delivery of the Loan Documents to which it is party and
will, at its expense, promptly execute and deliver to the Agent upon its
request all such other documents, agreements and instruments to comply with or
accomplish the covenants and agreements of the Guarantor in this Guaranty
Agreement or to correct any omissions herein or to state more fully the
obligations set out herein.

(e) Restricted Subsidiaries.

(i) The Guarantor shall not create, acquire or otherwise suffer to
exist any Restricted Subsidiaries other than the Borrower which are not
also Subsidiaries of the Borrower. The Guarantor will not invest, loan
or advance at any one time an aggregate amount of more than $15,000,000
to or in any of its Unrestricted Subsidiaries. The Guarantor shall not
permit any of its Restricted Subsidiaries to issue any preferred stock
(other than to the Guarantor and/or one or more Wholly Owned Restricted
Subsidiaries) and shall not permit any other Person (other than to the
Guarantor and/or one or more Wholly Owned Restricted Subsidiaries) to
own any Capital Stock of any Restricted Subsidiary; provided however
that this Section 3.02(e) shall not prohibit the ownership by directors
of director's qualifying shares or the ownership by foreign nationals of
Capital Stock of any Restricted Subsidiary to the extent mandated by
applicable law.

(ii) Upon the creation or acquisition of any Restricted Subsidiary
which is organized under the laws of the United States or any state
thereof, the Guarantor shall (1) cause such Restricted Subsidiary shall
execute and deliver to the Agent a Subsidiary Guaranty Agreement, (2)
the Guarantor shall pledge or cause to be pledged to the Agent 100% of
the capital stock of such Restricted Subsidiary and shall execute and
deliver or cause to be executed and delivered pledge agreements, stock
powers and other instruments to effect such pledge, and (3) if the Oil
and Gas Properties of such Restricted Subsidiary are to be included in
the Borrowing Base, cause such Restricted Subsidiary to grant to the
Agent Liens on its Oil and Gas Properties included in the Borrowing
Base. Upon the creation or acquisition of any Restricted Subsidiary
which is not organized under the laws of the United States or any state
thereof, the Guarantor shall pledge or cause to be pledged to the Agent
the maximum percentage of the Capital Stock of such Subsidiary which may
be pledged to the Agent without constituting an investment of earnings
in U.S. Property under Section 956 (or any successor provision) of the
Code that would trigger an increase in the gross income of the Guarantor
pursuant to Section 951 (or any successor provision) of the Code or such
lesser percentage as may be acceptable to the Agent in its sole
discretion. The Guarantor shall or shall cause to be executed and
delivered pledge agreements, stock powers and other instruments to
effect such pledge.

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(f) Modification or Repayment of Debt. The Guarantor will not amend,
supplement or modify the Subordinated Indentures or the Subordinated Notes or
prepay, redeem, offer to purchase, purchase or defease any of the Subordinated
Debt, without the prior written consent of the Majority Lenders.

(g) Environmental Matters. The Guarantor will promptly notify the
Agent (who shall promptly notify each of the Lenders) in writing of any
threatened action, investigation or inquiry by any Governmental Authority of
which the Guarantor has knowledge in connection with any Environmental Laws,
excluding routine testing and corrective action. The Guarantor will not cause
or permit any of its Property to be in violation of, or do anything or permit
anything to be done which will subject any such Property to any remedial
obligations under any Environmental Laws, assuming disclosure to the applicable
Governmental Authority of all relevant facts, conditions and circumstances, if
any, pertaining to such Property where such violations or remedial obligations
would have a Material Adverse Effect.

Section 3.03 Financial Covenants. The Guarantor covenants and agrees
that, so long as any of the Commitments are in effect and until payment in full
of all Loans thereunder, all interest thereon and all other amounts payable by
the Borrower under the Credit Agreement:

(a) Current Ratio. The Guarantor shall not permit its ratio of (i)
consolidated current assets plus unused availability under the Aggregate
Commitments to (ii) consolidated current liabilities (excluding current
maturities of the Notes) to be less than 1.0 to 1.0 as of the last day of each
of the last two consecutive fiscal quarters.

(b) Tangible Net Worth. The Guarantor shall not permit its Tangible
Net Worth to be less than an amount equal to the sum of (i) $________ [to be
80% of Tangible Net Worth as of September 30, 1997], plus (ii) an amount equal
to 80% of the amount of any future issuance or sale of any Capital Stock (or
securities convertible into Capital Stock), plus (iii) 50% of positive
Consolidated Net Income for the period from June 30, 1997 to the date of
determination, taken as a single accounting period (and in no event shall the
amount calculated under clause (iii) be less than 0).

(c) Interest Coverage Ratio. The Guarantor shall not permit its
Interest Coverage Ratio as of the end of any fiscal quarter (calculated
quarterly at the end of each fiscal quarter) to be less than 2.5 to 1.0 for any
fiscal quarter.

(d) Leverage Ratio. The Guarantor shall not permit its ratio of Debt
to EBITDA of the Guarantor as of the end of the preceding four fiscal quarter
period (calculated quarterly at the end of each fiscal quarter) to be greater
than 4.0 to 1.0.

(e) Dividends, Distributions and Redemptions. The Guarantor shall
not declare or pay any dividend, purchase, redeem or otherwise acquire for
value any of its Capital Stock now or hereafter outstanding, return any capital
to its stockholders or make any distribution of its assets to its stockholders;
provided that the Guarantor may pay cash dividends if (i) the aggregate amount
of all such dividends does not exceed $25,000,000 plus 50% of positive
Consolidated Net Income for the period from June 30, 1997 to the date of
determination, taken as a single accounting period (and in no event shall the
amount calculated under clause be less than 0) and (ii) no Default or
Deficiency has occurred and is continuing and such payment shall not cause a
Default or Deficiency.

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ARTICLE IV
Security

Section 4.01 Grant of Security Interest. As security for the
Guarantor's obligations hereunder, the Guarantor hereby grants to the Agent for
its benefit and the benefit of the Lenders a security interest in, a general
lien upon and/or right of set-off against the following (herein referred to as
the "Collateral"): the balance of every deposit account, now or hereafter
existing, of the Guarantor with any of the Lenders and any other claim of the
Guarantor against the Agent and/or any of the Lenders, now or hereafter
existing, and all money, instruments, securities, documents, chattel paper,
credits, claims, demands and any other Property, rights and interest of the
Guarantor, which at any time shall come into the possession or custody or under
the control of the Agent or any of the Lenders or any of their agents or
Affiliates, for any purpose, and shall include the Collateral in transit to or
set apart for them.

Section 4.02 Financing Statements. The right is expressly granted to
the Agent, at its discretion, to file one or more financing statements or a
copy of this Guaranty Agreement under the Uniform Commercial Code naming the
Guarantor as Debtor and the Agent as Secured Party and indicating therein the
types or describing the items of Collateral.

Section 4.03 Remedies. During the continuation of an Event of Default,
the Agent may sell or cause to be sold in one or more sales or parcels, at such
price as the Agent may deem best, and for cash or on credit or for future
delivery, without assumption of any credit risk, all or any of the Collateral
at any broker's board or at public or private sale, without demand or
performance or notice of intention to sell or of time or place of sale (except
such notice as is required by applicable statute and cannot be waived), and the
Lenders or anyone else may be the purchaser of any or all of the Collateral so
sold and thereafter hold the same absolutely, free from any claim or right of
whatsoever kind, including any equity of redemption of the Guarantor, any such
demand, notice or right and equity being hereby expressly waived and released.

Section 4.04 Rights. The grant of the above Lien shall not in anyway
limit or be construed as limiting the Lenders to collect payment of the
Guarantor's obligations hereunder only out of the Collateral, but it is
expressly understood and provided that all such obligations shall constitute
the absolute and unconditional obligations of the Guarantor. The Agent shall
not be required to take any steps necessary to preserve any rights against
prior parties to any of the Collateral.

ARTICLE V
Miscellaneous

Section 5.01 Successors and Assigns. This Guaranty Agreement is and
shall be in every particular available to the successors and assigns of the
Agent and the Lenders and is and shall always be fully binding upon the legal
representatives, heirs, successors and assigns of the Guarantor,
notwithstanding that some or all of the monies, the repayment of which this
Guaranty Agreement applies, may be actually advanced after any bankruptcy,
receivership, reorganization, disability or other event affecting the
Guarantor.

Section 5.02 Notices. Any notice or demand to the Guarantor under or
in connection with this Guaranty Agreement may be given and shall conclusively
be deemed and considered to have been given and received in accordance with
Section 12.02 of the Credit Agreement, addressed to the Guarantor at the
address on the signature page hereof or at such other address provided to the
Agent in writing.

13
<PAGE> 17
Section 5.03 Governing Law; Submission to Jurisdiction; Waiver of Jury
Trial.

(A) THIS GUARANTY AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(B) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
AGREEMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS GUARANTY AGREEMENT, THE GUARANTOR HEREBY ACCEPTS
FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE
GUARANTOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT
LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE STATE OF NEW YORK. THIS SUBMISSION TO
JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE THE GUARANTOR FROM
OBTAINING JURISDICTION OVER OTHER PARTIES IN ANY COURT OTHERWISE HAVING
JURISDICTION.

(C) FOR THE PURPOSES OF THIS GUARANTY AGREEMENT AND MATTERS RELATING
TO THIS GUARANTY AGREEMENT (BUT FOR NO OTHER PURPOSE), THE GUARANTOR HEREBY
IRREVOCABLY DESIGNATES CT CORPORATION SYSTEM LOCATED AT 1633 BROADWAY, NEW
YORK, NEW YORK 10019, AS THE DESIGNEE, APPOINTEE AND AGENT OF THE GUARANTOR TO
RECEIVE, FOR AND ON BEHALF OF THE GUARANTOR, SERVICE OF PROCESS IN THE STATE OF
NEW YORK IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS GUARANTY
AGREEMENT. IT IS UNDERSTOOD THAT A COPY OF SUCH PROCESS SERVED ON SUCH AGENT
WILL BE PROMPTLY FORWARDED BY OVERNIGHT COURIER TO THE GUARANTOR AT ITS ADDRESS
SET FORTH UNDER ITS SIGNATURE BELOW, BUT THE FAILURE OF THE GUARANTOR TO
RECEIVE SUCH COPY SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS. THE
GUARANTOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR AT
ITS SAID ADDRESS, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH
MAILING.

(D) NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE AGENT OR ANY LENDER
OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR IN
ANY OTHER JURISDICTION.

(E) THE GUARANTOR HEREBY (I) IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY AGREEMENT AND FOR ANY COUNTERCLAIM
THEREIN; (II) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW,
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES; (III) CERTIFIES THAT NEITHER THE GUARANTOR NOR ANY
REPRESENTATIVE OR AGENT OF COUNSEL FOR THE GUARANTOR HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, OR IMPLIED THAT THE GUARANTOR WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (IV) ACKNOWLEDGES THAT
IT HAS BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 5.03.

14
<PAGE> 18
Section 5.04 NO ORAL AGREEMENTS. THIS GUARANTY AGREEMENT EMBODIES THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF. THIS GUARANTY AGREEMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Section 5.05 Prior Guaranty. This Guaranty Agreement supersedes and
replaces the Prior Guaranty Agreement.

15
<PAGE> 19
WITNESS THE EXECUTION HEREOF, as of the 15th day of October, 1997.

OCEAN ENERGY, INC.

By:
---------------------------------
Robert L. Belk
Executive Vice President and
Chief Financial Officer

Address:

8440 Jefferson Highway
Suite 420
Baton Rouge, Louisiana 70809

Telecopier No.:(504) 927-1454
Telephone No.: (504) 927-1450
Attention: Robert L. Belk

with a copy to:

Ocean Energy, Inc.
3861 Ambassador Caffery Parkway
Suite 500
Lafayette, Louisiana 70503

Attn: Robert K. Reeves

Telecopier No.: (318) 993-4319
Telephone No.: (318) 993-4328

16
<PAGE> 20
Exhibit A
[Form of]
Officer's Certificate

The undersigned hereby certify that he is the ____________________ of
OCEAN ENERGY, INC., a Delaware corporation (the "Guarantor"), and that as such
he is authorized to execute this certificate on behalf of the Guarantor. This
Certificate is delivered pursuant to Section 3.02 of that certain Second
Amended and Restated Guaranty Agreement (as amended or supplemented from time
to time, the "Guaranty Agreement") dated as of October 15, 1997 by the
Guarantor in favor of THE CHASE MANHATTAN BANK, AS AGENT (the "Agent"), and the
Lenders. All capitalized terms not defined herein shall have the meaning
assigned such terms in the Guaranty Agreement and in that certain Second
Amended and Restated Credit Agreement dated as of October 15, 1997 among OCEAN
ENERGY, INC., a Louisiana corporation (the "Borrower"), the Agent and the
Lenders (as amended or supplemented from time to time, the "Credit Agreement"),
as such terms are incorporated by reference into the Guaranty Agreement.

The undersigned hereby represents and warrants as follows:

(a) No Default has occurred and is continuing under the Credit
Agreement, the Guaranty Agreement or any of the Loan Documents [or if a Default
exists, specify the nature and status thereof and the Guarantor's or the
Borrower's proposed response].

(b) The Guarantor is in compliance with the following negative
covenants:

(i) Current Ratio. (Show Calculation)

(ii) Tangible Net Worth. (Show Calculation)

(iii) Interest Coverage Ratio. (Show Calculation)

(iv) Leverage Ratio. (Show Calculation)

(v) Dividends, Distributions and Redemptions. (Show Amount of
Dividends and Calculation)

(c) [If quarterly borrowings exceed $130,000,000 at any time, show
calculations for each of the Indenture and the Subordinated Indenture
demonstrating the foregoing:

9-3/4% SUBORDINATED INDENTURE: PERMITTED INDEBTEDNESS

I. Greater of:

(A) $100,000,000 or

(B) $30,000,000 plus [$____________] (such amount being 20% of
Adjusted Consolidated Net Tangible Assets as of the date of the
proposed borrowing);

minus

Exhibit A-1
<PAGE> 21
II. [$______________] (such amount being the amount of Asset Sales applied
to permanent reduction of Indebtedness)

equals

III. $___________________.

AGGREGATE AMOUNT OF LOANS AND LC EXPOSURE PLUS AMOUNT TO BE BORROWED OR LC
EXPOSURE TO BE INCURRED MUST NOT EXCEED III.

EXECUTED AND DELIVERED this ____ day of ______________, 199__.

GUARANTOR:

OCEAN ENERGY, INC.

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

Exhibit A-2

<PAGE> 1

EXHIBIT 10.4

FLORES & RUCKS, INC.
1996 LONG-TERM INCENTIVE PLAN

SECTION 1. Purpose of the Plan.

The Flores & Rucks, Inc. 1996 Long-Term Incentive Plan (the "Plan") is intended
to promote the interests of Flores & Rucks, Inc., a Delaware corporation (the
"Company"), by encouraging employees of the Company, its subsidiaries and
affiliated entities and Directors (as defined below) to acquire or increase
their equity interest in the Company and to provide a means whereby employees
may develop a sense of proprietorship and personal involvement in the
development and financial success of the Company, and to encourage them to
remain with and devote their best efforts to the business of the Company
thereby advancing the interests of the Company and its stockholders. The Plan
is also contemplated to enhance the ability of the Company, its subsidiaries
and affiliated entities to attract and retain the services of individuals who
are essential for the growth and profitability of the Company.

SECTION 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth
below:

"Affiliate" shall mean (i) any entity that, directly or through one or
more intermediaries, is controlled by the Company and (ii) any entity in
which the Company has a significant equity interest, as determined by
the Committee.

"Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Performance Award, Phantom Shares, Bonus Shares or Cash Award.

"Award Agreement" shall mean any written agreement, contract, or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.

"Board" shall mean the Board of Directors of the Company.

"Bonus Shares" shall mean an award of Shares granted pursuant to Section
6(e) of the Plan.

"Cash Award" shall mean an award payable in cash granted pursuant to
Section 6(g) of the Plan.
<PAGE> 2
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the rules and regulations thereunder.

"Committee" shall mean the Compensation Committee of the Board.

"Director" shall mean a member of the Board who is not also an Employee.

"Employee" shall mean any employee of the Company or an Affiliate.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

"Fair Market Value" shall mean, with respect to Shares, the closing
price of a Share quoted on the Composite Tape, or if the Shares are not
listed on the New York Stock Exchange, on the principal United States
securities exchange registered under the Exchange Act on which such
stock is listed, or if the Shares are not listed on any such stock
exchange, the last sale price, or if none is reported, the highest
closing bid quotation on the National Association of Securities Dealers,
Inc., Automated Quotations System or any successor system then in use on
the Date of Grant, or if none are available on such day, on the next
preceding day for which are available, or if no such quotations are
available, the fair market value on the date of grant of a Share as
determined in good faith by the Board. In the event the Shares are not
publicly traded at the time a determination of its fair market value is
required to be made hereunder, the determination of fair market value
shall be made in good faith by the Committee.

"Incentive Stock Option" or "ISO" shall mean an option granted under
Section 6(a) of the Plan that is intended to qualify as an "incentive
stock option" under Section 422 of the Code or any successor provision
thereto.

"Non-Qualified Stock Option" or "NQO" shall mean an option granted under
Sections 6(a) or 6(h) of the Plan that is not intended to be an
Incentive Stock Option.

"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.

"Participant" shall mean any individual granted an Award under the Plan.

"Performance Award" shall mean any right granted under Section 6(d) of
the Plan.

"Person" shall mean individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or
political subdivision thereof or other entity.

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<PAGE> 3
"Phantom Shares" shall mean an Award of the right to receive Shares
issued at the end of a Restricted Period which is granted pursuant to
Section 6(f) of the Plan. "Restricted Period" shall mean the period
established by the Committee with respect to an Award during which the
Award either remains subject to forfeiture or is not exercisable by the
Participant.

"Restricted Stock" shall mean any Share, prior to the lapse of
restrictions thereon, granted under Sections 6(c) or 6(h) of the Plan.

"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect
from time to time.

"SEC" shall mean the Securities and Exchange Commission, or any
successor thereto.

"Shares" or "Common Shares" or "Common Stock" shall mean the common
stock of the Company, $0.01 par value, and such other securities or
property as may become the subject of Awards of the Plan.

"Stock Appreciation Right" or "Right" shall mean any right to receive
the appreciation of Shares granted under Section 6(b) of the Plan.

"Substitute Award" shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by (i) a company
acquired by the Company or one or more of its Affiliates, or (ii) a
company with which the Company or one or more of its Affiliates
combines.

SECTION 3. Administration.

The Plan shall be administered by the Committee. A majority of the Committee
shall constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts
unanimously approved by the members of the Committee in writing, shall be the
acts of the Committee. Subject to the terms of the Plan and applicable law,
and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to:
(i) designate Participants; (ii) determine the type or types of Awards to be
granted to an eligible Employee; (iii) determine the number of Shares to be
covered by, or with respect to which payments, rights, or other matters are to
be calculated in connection with, Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards or other property, or canceled,

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<PAGE> 4
forfeited, or suspended and the method or methods by which Awards may be
settled, exercised canceled, forfeited, or suspended; (vi) determine whether,
to what extent, and under what circumstances cash, Shares, other securities,
other Awards, other property, and other amounts payable with respect to an
Award shall be deferred either automatically or at the election of the holder
thereof or of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (viii)
establish, amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (ix) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, any Affiliate, any Participant, any holder or
beneficiary of any Award, any stockholder and any Employee.

SECTION 4. Shares Available for Awards.

(a) Shares Available. Subject to adjustment as provided in Section 4(c),
the number of Shares with respect to which Awards may be granted under the Plan
shall be 1,000,000. If any Shares covered by an Award granted under the Plan,
or to which such an Award relates, are forfeited, or if an Award otherwise
terminates or is canceled without the delivery of Shares or of other
consideration, then the Shares covered by such Award, or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number
of Shares with respect to which Awards may be granted, to the extent of any
such forfeiture, termination or cancellation, shall again be, or shall become,
to the extent permissible under Rule 16b-3, Shares with respect to which Awards
may be granted.

(b) Sources of Shares Deliverable Under Awards. Any Shares delivered
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.

(c) Adjustments. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, issuance
of warrants or other rights to purchase Shares or other securities of the
Company, or other similar corporate transaction or event affects the Shares
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and type
of Shares (or other securities or property) with respect to which Awards may be
granted, (ii) the

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<PAGE> 5
number and type of Shares (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award; provided, in each case, that with respect to
Awards of Incentive Stock Options and Awards intended to qualify as performance
based compensation under Section 162(m)(4)(C) of the Code, no such adjustment
shall be authorized to the extent that such authority would cause the Plan to
violate Section 422(b)(1) of the Code or would cause such Award to fail to so
qualify under Section 162(m) of the Code, as the case may be, or any successor
provisions thereto; and provided, further, that the number of Shares subject to
any Award denominated in Shares shall always be a whole number.

SECTION 5. Eligibility.

Other than Awards granted to Directors pursuant to Section 6(h) of the Plan,
any Employee shall be eligible to be designated a Participant. However, no
Employee may receive Options and/or Stock Appreciation Rights during the term
of the Plan that, in the aggregate, are with respect to more than 33-1/3% of
all Shares that may be made subject to Awards under the Plan.

SECTION 6. Awards.

(a) Options. Subject to the provisions of the Plan, the Committee shall
have the authority to determine the Employees to whom Options shall be granted,
the number of Shares to be covered by each Option, the purchase price therefor
and the conditions and limitations applicable to the exercise of the Option,
including the following terms and conditions and such additional terms and
conditions, as the Committee shall determine, that are not inconsistent with
the provisions of the Plan.

(i) Exercise Price. The purchase price per Share purchasable under
an Option shall be determined by the Committee at the time each Option
is granted.

(ii) Time and Method of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part,
and the method or methods by which, and the form or forms (which may
include, without limitation, cash, already-owned Shares, outstanding
Awards, Shares that would otherwise be acquired upon exercise of the
Option, a "cashless-broker" exercise (through procedures approved by the
Company), other securities or other property, or any combination
thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price) in which payment of the exercise price with
respect thereto may be made or deemed to have been made.

-5-
<PAGE> 6
(iii) Incentive Stock Options. The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the provisions
of Section 422 of the Code, or any successor provision, and any
regulations promulgated thereunder. Incentive Stock Options may be
granted only to employees of the Company and its subsidiaries, within
the meaning of Section 424(f) of the Code.

(b) Stock Appreciation Rights. Subject to the provisions of the Plan, the
Committee shall have the authority to determine the Employees to whom Stock
Appreciation Rights shall be granted, the number of Shares to be covered by
each Stock Appreciation Right Award, the grant price thereof and the conditions
and limitations applicable to the exercise thereof. A Stock Appreciation Right
may be granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to another Award. A Stock Appreciation Right
granted in tandem with or in addition to another Award may be granted either at
the same time as such other Award or at a later time.

(i) Grant Price. The grant price of a Stock Appreciation Right shall
be determined by the Committee on the date of grant.

(ii) Other Terms and Conditions. Subject to the terms of the Plan and
any applicable Award Agreement, the Committee shall determine, at or
after the grant of a Stock Appreciation Right, the term, methods of
exercise, methods of settlement, and any other terms and conditions of
any Stock Appreciation Right. Any such determination by the Committee
may be changed by the Committee from time to time and may govern the
exercise of Stock Appreciation Rights granted or exercised prior to such
determination as well as Stock Appreciation Rights granted or exercised
thereafter. The Committee may impose such conditions or restrictions on
the exercise of any Stock Appreciation Right as it shall deem
appropriate.

(c) Restricted Stock. Subject to the provisions of the Plan, the Committee
shall have the authority to determine the Employees to whom Restricted Stock
shall be granted, the number of Shares of Restricted Stock to be granted to
each such Participant, the duration of the Restricted Period during which, and
the conditions, including performance criteria, if any, under which, the
Restricted Stock may be forfeited to the Company, and the other terms and
conditions of such Awards.

(i) Dividends. Dividends paid on Restricted Stock may be paid
directly to the Participant, may be subject to risk of forfeiture and/or
transfer restrictions during any period established by the Committee or
sequestered and held in a bookkeeping cash account (with or without
interest) or reinvested on an immediate or deferred basis in additional
shares of Common Stock, which credit or shares may be subject to the
same

-6-
<PAGE> 7
restrictions as the underlying Award or such other restrictions, all as
determined by the Committee in its discretion.

(ii) Registration. Any Restricted Stock may be evidenced in such
manner as the Committee shall deem appropriate, including, without
limitation, book-entry registration or issuance of a stock certificate
or certificates. In the event any stock certificate is issued in
respect of Restricted Stock granted under the Plan, such certificate
shall be registered in the name of the Participant and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock.

(iii) Forfeiture and Restrictions Lapse. Except as otherwise
determined by the Committee or the terms of the Award that granted the
Restricted Stock, upon termination of a Participant's employment (as
determined under criteria established by the Committee) for any reason
during the applicable Restricted Period, all Restricted Stock shall be
forfeited by the Participant and re-acquired by the Company. The
Committee may, when it finds that a waiver would be in the best
interests of the Company and not cause such Award, if it is intended to
qualify as performance based compensation under Section 162(m) of the
Code, to fail to so qualify under Section 162(m) of the Code, waive in
whole or in part any or all remaining restrictions with respect to such
Participant's Restricted Stock. Unrestricted Shares, evidenced in such
manner as the Committee shall deem appropriate, shall be issued to the
holder of Restricted Stock promptly after the applicable restrictions
have lapsed or otherwise been satisfied.

(iv) Transfer Restrictions. During the Restricted Period, Restricted
Stock will be subject to the limitations on transfer as provided in
Section 6(i)(iii).

(d) Performance Awards. The Committee shall have the authority to determine
the Employees who shall receive a Performance Award, which shall be denominated
as a cash amount at the time of grant and confer on the Participant the right
to receive payment of such Award, in whole or in part, upon the achievement of
such performance goals during such performance periods as the Committee shall
establish with respect to the Award.

(i) Terms and Conditions. Subject to the terms of the Plan and any
applicable Award Agreement, the Committee shall determine the
performance goals to be achieved during any performance period, the
length of any performance period, the amount of any Performance Award
and the amount of any payment or transfer to be made pursuant to any
Performance Award.

(ii) Payment of Performance Awards. Performance Awards may be paid
(in cash and/or in Shares, in the sole discretion of the Committee) in a
lump sum or in

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<PAGE> 8
installments following the close of the performance period, in
accordance with procedures established by the Committee with respect to
such Award.

(e) Bonus Shares. The Committee shall have the authority, in its
discretion, to grant Bonus Shares to eligible Employees. Each Bonus Share
shall constitute a transfer of an unrestricted Share to the Participant,
without other payment therefor, as additional compensation for the
Participant's services to the Company.

(f) Phantom Shares. The Committee shall have the authority to grant Awards
of Phantom Shares to eligible Employees upon such terms and conditions as the
Committee may determine.

(i) Terms and Conditions. Each Phantom Share Award shall constitute
an agreement by the Company to issue or transfer a specified number of
Shares or pay an amount of cash equal to a specified number of Shares,
or a combination thereof to the Participant in the future, subject to
the fulfillment during the Restricted Period of such conditions,
including performance objectives, if any, as the Committee may specify
at the date of grant. During the Restricted Period, the Participant
shall not have any right to transfer any rights under the subject Award,
shall not have any rights of ownership in the Phantom Shares and shall
not have any right to vote such shares.

(ii) Dividends. Any Phantom Share award may provide that any or all
dividends or other distributions paid on Shares during the Restricted
Period be credited in a cash bookkeeping account (without interest) or
that equivalent additional Phantom Shares be awarded, which account or
shares may be subject to the same restrictions as the underlying Award
or such other restrictions as the Committee may determine.

(g) Cash Awards. The Committee shall have the authority to determine the
Employees to whom Cash Awards shall be granted, the amount, and the terms or
conditions, if any, as additional compensation for the Employee's services to
the Company or its Affiliates. A Cash Award may be granted (simultaneously or
subsequently) separately or in tandem with another Award and may entitle a
Participant to receive a specified amount of cash from the Company upon such
other Award becoming taxable to the Participant, which cash amount may be based
on a formula relating to the anticipated taxable income associated with such
other Award and the payment of the Cash Award.

(h) Granting of Options to Directors. Each Non-employee Director who is
elected or appointed to the Board for the first time after the effective date
of the Plan shall receive, as of the date of his or her election or appointment
and without the exercise of the discretion of any person or persons, a Non-
Qualified Stock Option exercisable for 2,000 Shares (subject to adjustment in
the same manner as provided in Section 7 hereof with respect to Shares subject
to Options then

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<PAGE> 9
outstanding). As of the date of the annual meeting of the stockholders of the
Company ("Annual Meeting") in each year that the Plan is in effect, each
Director who is in office immediately after such meeting and who is not then
entitled to receive an Option pursuant to the preceding provisions of this
Section 6(h) shall receive, without the exercise of the discretion of any
person or persons, a Non-Qualified Stock Option exercisable for 2,000 Shares
(subject to adjustment in the same manner as provided in Section 7 hereof with
respect to shares of Stock subject to Options then outstanding).

(i) Other Terms and Conditions. The following provisions are
applicable to Options granted pursuant to this Section 6(h):

A. Subject to the following provisions, an Option granted pursuant
to Section 6(h) shall become exercisable for 33 1/3% of the Shares
covered thereby on the first Annual Meeting following the date of grant,
and thereafter, for an additional 33 1/3% of the Shares covered thereby
on each of the second and third Annual Meetings following the date of
grant.

B. The purchase price of a Share covered under an Option granted
under this Section 6(h) shall be the Fair Market Value of a Share on the
date of grant.

C. To the extent that the right to exercise an Option has accrued
and is in effect, the Option may be exercised in full at one time or in
part from time to time by giving written notice, signed by the optionee
exercising the Option, to the Company, stating the number of Shares with
respect to which the Option is being exercised, accompanied by payment
in full for such Shares, which payment may be in cash, already-owned
Shares, a "cashless-broker" exercise (through procedures approved by the
Company), or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price in which payment of
the exercise price with respect thereto may be made or deemed to have
been made; provided however, that (i) no Option shall be exercisable
after ten (10) years from the date on which it was granted, and (ii)
there shall be no such exercise at any one time for fewer than one
hundred (100) Shares or for all of the remaining Shares then purchasable
by the optionee exercising the Option, if fewer than one hundred (100)
Shares.

D. Each Option shall expire ten (10) years from the date of grant
thereof, subject to earlier termination as follows: Options, to the
extent exercisable as of the date a Director optionee ceases to serve as
a director of the Company, must be exercised within three (3) months of
such date unless such event results from death, disability or
retirement, in which case all outstanding Options held by such Director
may be exercised in full by the optionee, the optionee's legal
representative, heir or devisee, as the case may be, within

-9-
<PAGE> 10
two (2) years from the date of death, disability or retirement;
provided, however, that no such event shall extend the normal expiration
date of such Options. Options not exercisable on termination as
provided above shall be automatically canceled on termination.

E. Upon exercise of the Option, delivery of a certificate for fully
paid and nonassessable Shares shall be made at the corporate office of
the Company to the optionee exercising the Option either at such time
during ordinary business hours after fifteen (15) days but not more than
thirty (30) days from the date of receipt of the notice by the Company
as shall be designated in such notice, or at such time, place and manner
as may be agreed upon by the Company and the optionee exercising the
Option.

(ii) Number of Available Shares. In the event that the number of
Shares available for grants under the Plan is insufficient to make all
grants provided for in this Section 6(h) hereby made on the applicable
date, then all Directors who are entitled to a grant on such date shall
share ratably in the number of Shares then available for grant under the
Plan, and shall have no right to receive a grant with respect to the
deficiencies in the number of available Shares and the grants under this
Section 6(h) shall terminate.

(i) General.

(i) Awards May Be Granted Separately or Together. Awards to
Employees may, in the discretion of the Committee, be granted either
alone or in addition to, in tandem with, or in substitution for any
other Award granted under the Plan or any award granted under any other
plan of the Company or any Affiliate. Awards granted in addition to or
in tandem with other Awards or awards granted under any other plan of
the Company or any Affiliate may be granted either at the same time as
or at a different time from the grant of such other Awards or awards.

(ii) Forms of Payment by Company Under Awards. Subject to the terms
of the Plan and of any applicable Award Agreement, payments or transfers
to be made by the Company or an Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee
shall determine, including, without limitation, cash, Shares, other
securities, other Awards or other property, or any combination thereof,
and may be made in a single payment or transfer, in installments, or on
a deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments.

-10-
<PAGE> 11
(iii) Limits on Transfer of Awards.

(A) Each Award, and each right under any Award, shall be exercisable
only by the Participant during the Participant's lifetime, or, if
permissible under applicable law, by the Participant's guardian or legal
representative or by a transferee receiving such Award pursuant to a
qualified domestic relations order (a "QDRO") as determined by the
Committee.

(B) No Award and no right under any such Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or by the laws of
descent and distribution (or, in the case of Restricted Stock, to the
Company) or pursuant to a QDRO and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be
void and unenforceable against the Company or any Affiliate.

(C) Notwithstanding anything in the Plan to the contrary, to the
extent specifically provided by the Committee with respect to a grant,
an Award other than an Incentive Stock Option may be transferred to
immediate family members or related family trusts, limited partnerships
or similar entities or on such terms and conditions as the Committee may
establish.

(iv) Term of Awards. The term of each Award (other than pursuant to
Section 6(h)) shall be for such period as may be determined by the
Committee; provided, that in no event shall the term of any Award exceed
a period of ten (10) years from the date of its grant.

(v) Share Certificates. All certificates for Shares or other
securities of the Company or any Affiliate delivered under the Plan
pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state
laws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such restrictions.

(vi) Consideration for Grants. Awards may be granted for no cash
consideration or for such consideration as the Committee determines
including, without limitation, such minimal cash consideration as may be
required by applicable law.

(vii) Delivery of Shares or other Securities and Payment by Participant
of Consideration. No Shares or other securities shall be delivered
pursuant to any Award

-11-
<PAGE> 12
until payment in full of any amount required to be paid pursuant to the
Plan or the applicable Award Agreement is received by the Company. Such
payment may be made by such method or methods and in such form or forms
as the Committee shall determine, including, without limitation, cash,
Shares, other securities, other Awards or other property, withholding of
Shares, cashless exercise with simultaneous sale, or any combination
thereof; provided that the combined value, as determined by the
Committee, of all cash and cash equivalents and the Fair Market Value of
any such Shares or other property so tendered to the Company, as of the
date of such tender, is at least equal to the full amount required to be
paid pursuant to the Plan or the applicable Award Agreement to the
Company.

(viii) Performance Criteria and Payment Limits. The Committee shall
establish performance goals applicable to those Awards (other than
Options and Rights) the payment of which is intended by the Committee to
qualify as "performance-based compensation" as described in Section
162(m)(4)(C) of the Code. Until changed by the Committee, the
performance goals shall be based upon the attainment of such target
levels of net income, cash flows, reserve additions or revisions,
acquisitions, total capitalization, total or comparative shareholder
return, assets, exploration successes, production volumes, findings and
development costs, costs reductions and savings, reportable incidents in
safety or environmental matters, return on equity, profit margin or
sales, and/or earnings per share as may be specified by the Committee.
Which factor or factors to be used with respect to any grant, and the
weight to be accorded thereto if more than one factor is used, shall be
determined by the Committee at the time of grant. The maximum amount of
compensation that may be paid to any Participant with respect to any
single Performance Award or Cash Award in any calendar year shall be
$1.5 million. With respect to any Restricted Stock Award, Phantom Stock
Award, or Cash Award granted in tandem with, and expressed as a
percentage of, a Share-denominated Award, which is intended to qualify
as "performance-based compensation", the maximum payment to any
Participant with respect to such Award in any calendar year shall be an
amount (in cash and/or in Shares) equal to the Fair Market Value of the
number of Shares subject to such Award.

SECTION 7. Amendment and Termination.

Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:

(a) Amendments to the Plan. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of any
stockholder, Participant, other holder or beneficiary of an Award, or
other Person; provided, however, notwithstanding any other

-12-
<PAGE> 13
provision of the Plan or any Award Agreement, without the approval of
the stockholders of the Company no such amendment, alteration,
suspension, discontinuation, or termination shall be made that would
increase the total number of Shares available for Awards under the Plan,
except as provided in Section 4(c) of the Plan.

(b) Amendments to Awards. The Committee may waive any conditions or
rights under, amend any terms of, or alter any Award theretofore granted
(other than Awards granted under Section 6(h)), provided no change,
other than pursuant to Section 7(c), in any Award shall reduce the
benefit to Participant without the consent of such Participant.
Notwithstanding the foregoing, with respect to any Award intended to
qualify as performance-based compensation under Section 162(m) of the
Code, no adjustment shall be authorized to the extent such adjustment
would cause the Award to fail to so qualify.

(c) Adjustment of Awards Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4(c) of the Plan)
affecting the Company, any Affiliate, or the financial statements of the
Company or any Affiliate, or of changes in applicable laws, regulations,
or accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available
under the Plan. Notwithstanding the foregoing, with respect to any
Award intended to qualify as performance-based compensation under
Section 162(m) of the Code, no adjustment shall be authorized to the
extent such adjustment would cause the Award to fail to so qualify.

SECTION 8. Change in Control.

Notwithstanding any other provision of this Plan to the contrary, in the event
of a Change in Control of the Company, all outstanding Awards granted more than
six months prior to the date of the Change in Control automatically shall
become fully vested on such Change in Control, all restrictions, if any, with
respect to such Awards shall lapse, and all performance criteria, if any, with
respect to such Awards shall be deemed to have been met in full. For purposes
of this Plan, a "Change in Control" shall be deemed to occur:

(i) if any person, other than James C. Flores, William W. Rucks, IV
or their affiliates (as such term is used in sections 13(d) and 14(d)(2)
of the Exchange Act), is or becomes the "beneficial owner" (as defined
in Rule 13d-3 of the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined
voting power of the Company's then outstanding securities,

-13-
<PAGE> 14
(ii) upon the first purchase of the Company's common stock pursuant to
a tender or exchange offer (other than a tender or exchange offer made
by the Company),

(iii) upon the approval by the Company's stockholders of a merger or
consolidation, a sale or disposition of all or substantially all of the
Company's assets or a plan of liquidation or dissolution of the Company,
or

(iv) if, during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board cease for any
reason to constitute at least a majority thereof, unless the election or
nomination for the election by the Company's stockholders of each new
director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.

SECTION 9. General Provisions.

(a) No Rights to Awards. No Employee, Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Employees, Participants, or holders or beneficiaries
of Awards. The terms and conditions of Awards need not be the same with
respect to each recipient.

(b) Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or under
the Plan or from any compensation or other amount owing to a Participant the
amount (in cash, Shares, other securities, Shares that would otherwise be
issued pursuant to such Award, other Awards or other property) of any
applicable taxes payable in respect of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award or under the
Plan and to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes.

(c) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement.

(d) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.

-14-
<PAGE> 15
(e) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without , in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.

(f) Other Laws. The Committee may refuse to issue or transfer any Shares or
other consideration under an Award if, acting in its sole discretion, it
determines that the issuance of transfer or such Shares or such other
consideration might violate any applicable law or regulation or entitle the
Company to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.

(g) No Trust or Fund Created. Neither the Plan nor the Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any
other Person. To the extent that any Person acquires a right to receive
payments from the Company or any Affiliate pursuant to an Award, such right
shall be no greater than the right of any general unsecured creditor of the
Company or any Affiliate.

(h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights
thereto shall be cancelled, terminated, or otherwise eliminated.

(i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.

SECTION 10. Effective Date of the Plan.

The Plan shall be effective as of the date of its approval by the Board,
provided the Plan is subsequently approved by the stockholders of the Company
within 12 months thereafter.

-15-
<PAGE> 16
SECTION 11. Term of the Plan.

No Award shall be granted under the Plan ten (10) years after November 6, 2006.
However, unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, any Award theretofore granted may, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under any such
Award shall, extend beyond such date.

-16-

<PAGE> 1
EXHIBIT 10.5

THIRD AMENDMENT
TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this "Third Amendment") is
made and entered into as of ___________________________, 1997, by and between
OCEAN ENERGY, INC., a Delaware corporation formerly known as Flores & Rucks,
Inc. (the "Company"), and
____________________________________________________________, ("Employee").

BACKGROUND

A. The Company and Employee are parties to an Employment Agreement
dated as of September 1, 1995, as amended by that certain First Amendment to
Employment Agreement dated as of May _______, 1996, and as further amended by
that certain Second Amendment to Employment Agreement dated as of
__________________________________, 199____ (as amended, the "Agreement").

B. The Company and Employee wish to amend the Agreement as
hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the full receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. Change of Title. Effective June 17, 1997, Employee's title was
changed to ______________________________________________. Accordingly, all
references to Employee's title contained in the Agreement, including without
limitations those references contained in Section 3 and subsection 7(e)(2) of
this Agreement, are hereby amended and modified to reflect the Employee's title
shall be _______________________________________________________________.

2. Change in Salary. Employee's salary is hereby increased to
$____________________. Accordingly, the definition of "Base Compensation" (as
defined in Section 4 of the Agreement) is hereby amended to mean $___________.

3. Change to Vesting of Options. The parties have agreed that any
termination of Employee's employment by the Company (other than as a result of
Misconduct or Disability, as such terms are defined in the Agreement) at a time
when James C. Flores is both Chairman and Chief Executive Officer of the
Company will not result in Employee becoming immediately vested in any and all
Options (as defined in the Agreement) theretofore issued to Employee by the
Company or its subsidiaries. Accordingly, subsection 7(c)(i)(Z) of the
Agreement is hereby deleted in its entirety.

4. Agreement to Remain in Effect. Except to the extent amended by
this Third Amendment, all of the terms, provisions, conditions, agreements,
covenants, representations,
<PAGE> 2
warranties and powers contained in the Agreement shall be and remain in full
force and effect and the same are hereby ratified and confirmed. In the event
of any inconsistency or conflict between this Third Amendment and the
Agreement, the terms, provisions and conditions of this Third Amendment shall
govern and control.

5. Governing Law. This Third Amendment shall be governed by and
construed in accordance with the internal laws of the State of Louisiana.

IN WITNESS WHEREOF the parties hereto have executed this Third Amendment
to Employment Agreement as of the day and year first above written.

Employer:

OCEAN ENERGY, INC.

By:
----------------------------------
Printed Name:
------------------------
Title: Chairman of the Compensation
Committee

Employee:

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

-2-

<PAGE> 1
EXHIBIT 10.6

ASSUMPTION AGREEMENT

ASSUMPTION AGREEMENT (this "Agreement") made and entered into
this 2nd day of July, 1997 by OCEAN ENERGY, INC., a Louisiana corporation ("OEI
Louisiana"), in favor of OCEAN ENERGY, INC., a Delaware corporation (the
"Company").

WHEREAS, pursuant to an Indenture dated as of July 2, 1997 by and
among the Company, OEI Louisiana (as Subsidiary Guarantor) and State Street
Bank and Trust Company, as Trustee (the "Indenture"), the Company issued
$200,000,000 of its 8 7/8% Senior Subordinated Notes due 2007 (the "Notes");
and

WHEREAS, substantially all of the net proceeds from the issuance
of the Notes are being transferred by the Company to OEI Louisiana to be used
in its business;

NOW, THEREFORE, in consideration of such transfer of net proceeds
and for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, OEI Louisiana hereby agrees as follows:

1. Subject to the conditions and limitations hereinafter set
forth, OEI Louisiana hereby assumes and agrees to perform, pay and discharge,
as a primary obligor, all duties, obligations, debts and liabilities of the
Company in respect of the $200,000,000 Notes initially issued pursuant to the
Indenture (the "Assumed Obligation").

2. Each of OEI Louisiana and the Company acknowledge and
agree that (i) nothing contained in this Agreement shall modify or impair the
rights and obligations of the Company under either the Notes or the Indenture,
(ii) the Company shall remain liable for all such Assumed Obligations as a co-
obligor and (iii) this Agreement shall not modify or impair any obligation or
rights of OEI Louisiana under any Subsidiary Guarantee (as defined in the
Indenture) executed and delivered by OEI Louisiana in accordance with the
Indenture.

3. Anything in this Agreement or elsewhere to the contrary
notwithstanding, in no event shall OEI Louisiana be required to assume, or be
deemed to have assumed, any duties, obligations, debts or liabilities of the
Company other than the Assumed Obligations.

4. The obligations of OEI Louisiana under this Agreement are
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of OEI Louisiana (including without limitation
any liabilities and obligations under any Subsidiary Guarantee) and after
giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor (as such term is defined in the Indenture) in
respect of the obligations of such other Subsidiary Guarantor under its
Subsidiary Guarantee or pursuant to its contribution obligations under the
Indenture, result in the obligations of OEI Louisiana under this Agreement not
constituting a fraudulent conveyance or fraudulent transfer.
<PAGE> 2
5. This Agreement shall be binding upon OEI Louisiana and its
successors and assigns and inure solely to the benefit of the Company and its
successors and assigns.

6. This Agreement shall terminate, and the assumptions by OEI
Louisiana of the Assumed Obligations shall cease to be effective whereupon such
obligations shall remain the obligations of the Company, upon the full and
final discharge or release of OEI Louisiana of its obligations under its
Subsidiary Guarantee.

7. No stockholder, officer, director or incorporator, as
such, past, present or future, of the Company or of OEI Louisiana shall have
any personal liability under this Agreement by reason of his or its status as
such stockholder, officer, director or incorporator.

8. This Agreement shall be governed by and construed in
accordance with the law of the State of New York, without regard to principles
of conflicts of laws.

IN WITNESS WHEREOF, OEI Louisiana and the Company have executed
this Agreement as of the date first above written.

OCEAN ENERGY, INC.,
a Louisiana corporation

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

OCEAN ENERGY, INC.,
a Delaware corporation

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

-2-

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 2 AND 3 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,053
<SECURITIES> 0
<RECEIVABLES> 46,145
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 58,532
<PP&E> 885,140
<DEPRECIATION> 272,618
<TOTAL-ASSETS> 694,975
<CURRENT-LIABILITIES> 110,963
<BONDS> 464,121
0
0
<COMMON> 197
<OTHER-SE> 111,847
<TOTAL-LIABILITY-AND-EQUITY> 694,975
<SALES> 204,396
<TOTAL-REVENUES> 204,396
<CGS> 48,538
<TOTAL-COSTS> 145,785
<OTHER-EXPENSES> (1,108)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,236
<INCOME-PRETAX> 38,483
<INCOME-TAX> 13,731
<INCOME-CONTINUING> 24,752
<DISCONTINUED> 0
<EXTRAORDINARY> 19,301
<CHANGES> 0
<NET-INCOME> 5,451
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26

</TABLE>