# EXHIBIT 4.29

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364-DAY REVOLVING
CREDIT AGREEMENT

dated as of

October 30, 2003

among

ENTERPRISE PRODUCTS
OPERATING L.P.

The Lenders Party Hereto

WACHOVIA BANK, NATIONAL ASSOCIATION
as Administrative Agent

BANK ONE, NA
as Syndication Agent

ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK
as Co-Documentation Agents

_______________________

WACHOVIA
CAPITAL MARKETS, LLC and BANC ONE CAPITAL MARKETS, INC. as Joint Lead Arrangers

WACHOVIA CAPITAL MARKETS, LLC
as Sole Book Manager

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TABLE OF CONTENTS

|                        |                                                       
|----------------------- | ------------------------------------------------------
|                        |                                                       
|ARTICLE I - Definitions | 1                                                     
|                        | SECTION 1.01.   Defined Terms                         
|                        | SECTION 1.02.   Classification of Loans and Borrowings
|                        | SECTION 1.03   Terms Generally                        
|                        | SECTION 1.04.   Accounting Terms; GAAP                

|                         |                                                                            |   
|------------------------ | -------------------------------------------------------------------------- | --
|ARTICLE II - The Credits | 17                                                                        
|                         | SECTION 2.01.   Commitments; Extensions and Conversion                     | 17
|                         | SECTION 2.02.   Revolving Loans and Revolving Borrowings                   | 18
|                         | SECTION 2.03.   Requests for Revolving Borrowings                          | 19
|                         | SECTION 2.04.   Intentionally Omitted                                      | 19
|                         | SECTION 2.05.   Intentionally Omitted                                      | 19
|                         | SECTION 2.06.   Intentionally Omitted                                      | 19
|                         | SECTION 2.07.   Funding of Borrowings                                      | 19
|                         | SECTION 2.08.   Interest Elections                                         | 20
|                         | SECTION 2.09.   Termination and Reduction of Commitments                   | 21
|                         | SECTION 2.10.   Repayment of Loans; Evidence of Debt                       | 22
|                         | SECTION 2.11.   Prepayment of Loans                                        | 22
|                         | SECTION 2.12.   Fees                                                       | 23
|                         | SECTION 2.13.   Interest                                                   | 24
|                         | SECTION 2.14.   Alternate Rate of Interest                                 | 25
|                         | SECTION 2.15.   Illegality; Increased Costs                                | 25
|                         | SECTION 2.16.   Break Funding Payments                                     | 26
|                         | SECTION 2.17.   Taxes                                                      | 26
|                         | SECTION 2.18.   Payments Generally; Pro Rata Treatment; Sharing of Setoffs | 28
|                         | SECTION 2.19.   Mitigation Obligations; Replacement of Lenders             | 29

|                                             |                                                                 |   
|-------------------------------------------- | --------------------------------------------------------------- | --
|ARTICLE III - Representations and Warranties | 30                                                             
|                                             | SECTION 3.01.   Organization; Powers                            | 30
|                                             | SECTION 3.02.   Authorization; Enforceability                   | 30
|                                             | SECTION 3.03.   Governmental Approvals; No Conflicts            | 30
|                                             | SECTION 3.04.   Financial Condition; No Material Adverse Change | 31
|                                             | SECTION 3.05.   Intentionally Omitted                           | 31
|                                             | SECTION 3.06.   Litigation and Environmental Matters            | 31
|                                             | SECTION 3.07.   Compliance with Laws                            | 31
|                                             | SECTION 3.08.   Investment and Holding Company Status           | 32
|                                             | SECTION 3.09.   Taxes                                           | 32
|                                             | SECTION 3.10.   ERISA                                           | 32
|                                             | SECTION 3.11.   Disclosure                                      | 32
|                                             | SECTION 3.12.   Subsidiaries                                    | 32
|                                             | SECTION 3.13.   Margin Securities                               | 32
|                                             | SECTION 3.14.   Not a Reportable Transaction                  | 32

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|                        |                                   |   
|----------------------- | --------------------------------- | --
|ARTICLE IV - Conditions | 33                               
|                        | SECTION 4.01.   Effective Date    | 33
|                        | SECTION 4.02.   Each Credit Event | 34

|                                  |                                                            |   
|--------------------------------- | ---------------------------------------------------------- | --
|ARTICLE V - Affirmative Covenants | 34                                                        
|                                  | SECTION 5.01.   Financial Statements and Other Information | 34
|                                  | SECTION 5.02.   Notices of Material Events                 | 35
|                                  | SECTION 5.03.   Existence; Conduct of Business             | 35
|                                  | SECTION 5.04.   Intentionally Omitted                      | 35
|                                  | SECTION 5.05.   Maintenance of Properties; Insurance       | 36
|                                  | SECTION 5.06.   Books and Records; Inspection Rights       | 36
|                                  | SECTION 5.07.   Compliance with Laws                       | 36
|                                  | SECTION 5.08.   Use of Proceeds                            | 36
|                                  | SECTION 5.09.   Environmental Matters                      | 36
|                                  | SECTION 5.10.   ERISA Information                          | 36
|                                  | SECTION 5.11.   Taxes                                      | 37

|                                |                                               |   
|------------------------------- | --------------------------------------------- | --
|ARTICLE VI - Negative Covenants | 37                                           
|                                | SECTION 6.01.   Indebtedness                  | 37
|                                | SECTION 6.02.   Liens                         | 38
|                                | SECTION 6.03.   Fundamental Changes           | 38
|                                | SECTION 6.04.   Investment Restriction        | 39
|                                | SECTION 6.05.   Restricted Payments           | 39
|                                | SECTION 6.06.   Restrictive Agreements        | 39
|                                | SECTION 6.07.   Financial Condition Covenants | 39

|                                |    | 
|------------------------------- | -- | 
|ARTICLE VII - Events of Default | 40

|                                        |    | 
|--------------------------------------- | -- | 
|ARTICLE VIII - The Administrative Agent | 42

|                           |                                                                            |   
|-------------------------- | -------------------------------------------------------------------------- | --
|ARTICLE IX - Miscellaneous | 44                                                                        
|                           | SECTION 9.01.   Notices                                                    | 44
|                           | SECTION 9.02.   Waivers; Amendments                                        | 45
|                           | SECTION 9.03.   Expenses; Indemnity; Damage Waiver                         | 45
|                           | SECTION 9.04.   Successors and Assigns                                     | 46
|                           | SECTION 9.05.   Survival                                                   | 48
|                           | SECTION 9.06.   Counterparts; Integration; Effectiveness                   | 49
|                           | SECTION 9.07.   Severability                                               | 49
|                           | SECTION 9.08.   Right of Setoff                                            | 49
|                           | SECTION 9.09.   Governing Law; Jurisdiction; Consent to Service of Process | 49
|                           | SECTION 9.10.   WAIVER OF JURY TRIAL                                       | 50
|                           | SECTION 9.11.   Headings                                                   | 50
|                           | SECTION 9.12.   Confidentiality                                            | 50
|                           | SECTION 9.13.   Interest Rate Limitation                                   | 51
|                           | SECTION 9.14.   Liability of General Partner                               | 51
|                           | SECTION 9.15.   Existing $230,000,000 Credit Facility                      | 51

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SCHEDULES:

Schedule 2.01  Commitments
Schedule 3.06  Disclosed Matters
Schedule 3.12  Subsidiaries
Schedule 6.01  Existing Indebtedness
Schedule 6.06  Existing Restrictions

EXHIBITS:

Exhibit A  Form of Assignment and Acceptance
Exhibit B  Form of Borrowing Request
Exhibit C  Intentionally Omitted
Exhibit D  Form of Interest Election Request
Exhibit E  Form of Opinion of Borrowers Counsel
Exhibit F  Form of Compliance Certificate
Exhibit G  Form of Note

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364-DAY
REVOLVING CREDIT AGREEMENT dated as of October 30, 2003, among ENTERPRISE PRODUCTS
OPERATING L.P., a Delaware limited partnership; the LENDERS party hereto; WACHOVIA BANK,
NATIONAL ASSOCIATION, as Administrative Agent; BANK ONE, NA, as Syndication Agent; and
ROYAL BANK OF CANADA, THE BANK OF NOVA SCOTIA and SUNTRUST BANK, as Co-Documentation
Agents.

The
parties hereto agree as follows:

ARTICLE I  Definitions

SECTION 1.01.  Defined Terms.  As used in this Agreement, the
following terms have the meanings specified below:

ABR,
when used in reference to any Loan or Borrowing, refers to a Loan, or Loans, in the case
of a Borrowing, which bear interest at a rate determined by reference to the Alternate
Base Rate.

Administrative
Agent means Wachovia Bank, National Association, in its capacity as
administrative agent for the Lenders hereunder.

Administrative
Questionnaire means an Administrative Questionnaire in a form supplied by the
Administrative Agent.

Affiliate
means, with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

Agreement
means this 364-Day Revolving Credit Agreement dated October 30, 2003, among Enterprise
Products Operating L.P., a Delaware limited partnership; the Lenders party hereto;
Wachovia Bank, National Association, as Administrative Agent; Bank One, NA, as Syndication
Agent, and Royal Bank of Canada, The Bank of Nova Scotia and SunTrust Bank, as
Co-Documentation Agents, as amended, extended or otherwise modified from time to time.

Alternate
Base Rate means, for any day, a rate per annum equal to the greater of (a) the
Prime Rate in effect on such day, and (b) the Federal Funds Effective Rate in effect on
such day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

Applicable
Percentage means, with respect to any Lender, the percentage of the total
Commitments represented by such Lenders Commitment. If the Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments.

Applicable
Rate means, for any day, with respect to any Eurodollar Loan, ABR Loan, or with
respect to the facility fees payable hereunder, as the case may be (subject to the two
immediately following paragraphs of this defined term), the applicable rate per annum set
forth

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below under the caption Eurodollar Spread, ABR Spread or
Facility Fee Rate, as the case may be, based upon the ratings by Moodys
and S&P, respectively, applicable on such date to the Index Debt:

|Index Debt Ratings:
(Moodys/S&P) | Eurodollar
Spread               | ABR
Spread | Facility Fee
Rate
|--------------------------------- | ------------------------------- | ---------- | -----------------
|Category 1                        | equal or greater than A3/A-     | 0.415%     | 0.0%             
|Category 2                        | equal or greater than Baa1/BBB+ | 0.525%     | 0.0%             
|Category 3                        | equal or greater than Baa2/BBB  | 0.625%     | 0.0%             
|Category 4                        | equal or greater than Baa3/BBB- | 0.825%     | 0.0%             
|Category 5                        | <Baa3/BBB-                      | 1.050%     | 0.0%             

For
purposes of the foregoing, (a) if either Moodys or S&P shall not have in effect
a rating for the Index Debt (other than by reason of the circumstances referred to in the
penultimate sentence of this definition), then such rating agency shall be deemed to have
established a rating in the same Category as the other rating agency; (b) if the ratings
established by Moodys and S&P for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the higher of the two ratings unless one
of the two ratings is two or more Categories lower than the other, in which case the
Applicable Rate shall be determined by reference to the Category one rating higher than
the lower of the two ratings; and (c) if the ratings established or deemed to have been
established by Moodys and S&P for the Index Debt shall be changed (other than as
a result of a change in the rating system of Moodys or S&P), such change shall
be effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective
date of the next such change. If the rating system of Moodys or S&P shall
change, or if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the unavailability of
ratings from such rating agency and, pending the effectiveness of any such amendment, the
Applicable Rate shall be determined by reference to the rating most recently in effect
prior to such change or cessation.

Assignment
and Acceptance means an assignment and acceptance entered into by a Lender and
an assignee (with the consent of any party whose consent is required by Section 9.04), and
accepted by the Administrative Agent, substantially in the form of Exhibit A or any other
form approved by the Administrative Agent.

Attributable
Indebtedness with respect to any Sale/Leaseback Transaction, means, as at the
time of determination, the present value (discounted at the rate set forth or implicit in
the terms of the lease included in such transaction) of the total obligations of the
lessee for rental payments (other than amounts required to be paid on account of property
taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs
and other items that do not constitute payments for property rights) during the remaining
term of the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended). In the case of any lease that is terminable by the
lessee upon the payment of a penalty or other termination payment, such amount shall be
the lesser of the amount determined assuming termination upon the first date such lease
may

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be terminated (in which case the amount shall also include the amount of the penalty
or termination payment, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated) or the amount
determined assuming no such termination.

Availability
Period means the period from and including the Effective Date to but excluding
the earlier of the Conversion Date and the date of termination of the Commitments.

Board
means the Board of Governors of the Federal Reserve System of the United States of
America.

Borrower
means Enterprise Products Operating L.P., a Delaware limited partnership.

Borrowing
means Loans of the same Type, made, converted or continued on the same date and, in the
case of Eurodollar Loans, as to which a single Interest Period is in effect.

Borrowing
Request means a request by the Borrower for a Borrowing in accordance with
Section 2.03, and being in the form of attached Exhibit B.

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

Capital
Lease Obligations of any Person means the obligations of such Person to pay rent
or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be
classified and accounted for as capital leases on a balance sheet of such Person under
GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

CERCLA
means the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980,
as amended.

Change
in Control means Duncan shall cease to own, directly or indirectly, at least a
majority (on a fully converted, fully diluted basis) of the economic interest in the
capital stock of EPCO and/or EPCO shall cease to own, directly or indirectly, at least a
majority (on a fully converted, fully diluted basis) of the membership interest of the
General Partner.

Change
in Law means (a) the adoption of any law, rule or regulation after the date of
this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of
such Lender or by such Lenders holding company, if any) with any request, guideline
or directive (whether or not having the force of law) of any Governmental Authority made
or issued after the date of this Agreement.

Code
means the Internal Revenue Code of 1986, as amended from time to time.

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Commitment
means, with respect to each Lender, the commitment of such Lender to make Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such Lenders
Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.09 and (b) reduced or increased from time to time pursuant to Section 2.01 or
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each
Lenders Commitment is set forth on Schedule 2.01, or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable.
The initial aggregate amount of the Lenders Commitments is $230,000,000.

Common
Units means the common units of limited partner interests in the Limited
Partner.

Consolidated
EBITDA means for any period, the sum of (a) the consolidated net income of the
Borrower and its consolidated Subsidiaries (excluding Project Finance Subsidiaries) for
such period plus, to the extent deducted in determining consolidated net income for such
period, the aggregate amount of (i) Consolidated Interest Expense, (ii) income tax expense
and (iii) depreciation and amortization expense plus (b) the amount of cash dividends
actually received during such period by the Borrower or a Subsidiary (other than a Project
Finance Subsidiary) from a Project Finance Subsidiary plus (c) the amount of all payments
during such period on leases of the type referred to in clause (d) of the definition
herein of Indebtedness and the amount of all payments during such period under other
off-balance sheet loans and financings of the type referred to in such clause (d).

Consolidated
Indebtedness means the Indebtedness of the Borrower and its consolidated
Subsidiaries (excluding Project Finance Subsidiaries) including, without duplication,
guaranties of funded debt, determined on a consolidated basis as of such date.

Consolidated
Interest Expense means for any period, the interest expense of the Borrower and
its consolidated Subsidiaries (excluding Project Finance Subsidiaries), determined on a
consolidated basis for such period.

Consolidated
Net Tangible Assets means, at any date of determination, the total amount of
assets of the Limited Partner and its consolidated subsidiaries after deducting therefrom:

| | (a)   
               all current liabilities (excluding (A) any current liabilities that by their
               terms are extendable or renewable at the option of the obligor thereon to a time
               more than 12 months after the time as of which the amount thereof is being
               computed, and (B) current maturities of long-term debt); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)   
               the value (net of any applicable reserves) of all goodwill, trade names,
               trademarks, patents and other like intangible assets, all as set forth, or on a
               pro forma basis would be set forth, on the consolidated balance sheet of the
               Limited Partner and its consolidated subsidiaries for the Limited Partners
               most recently completed fiscal quarter, prepared in accordance with GAAP.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Consolidated
Net Worth means as to any Person, at any date of determination, the sum of
preferred stock (if any), par value of common stock, capital in excess of par value of
common stock,

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partners capital or equity, and retained earnings, less treasury stock
(if any), of such Person, all as determined on a consolidated basis.

Control
means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. Controlling and
Controlled have meanings correlative thereto.

Conversion
means the conversion of the outstanding Revolving Loans to Term Loans pursuant to the
terms and conditions of Section 2.01(d), which conversion shall occur on October 29, 2004,
unless the Availability Period is extended pursuant to Section 2.01(c).

Conversion
Date means the date on which the Conversion occurs.

Default
means any event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of Default.

Disclosed
Matters means the actions, suits and proceedings and the environmental matters
disclosed in Schedule 3.06.

dollars
or $ refers to lawful money of the United States of America.

Duncan
means, collectively, individually or in any combination, Dan L. Duncan, his wife,
descendants, heirs and/or legatees and/or distributees of Dan L. Duncans estate,
and/or trusts established for the benefit of his wife, descendants, such legatees and/or
distributees and/or their respective descendants, heirs, legatees and distributees.

Effective
Date means the date specified in the notice referred to in the last sentence of
Section 4.01.

Environmental
Laws means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating in any way to the environment, preservation or
reclamation of natural resources, the management, release or threatened release of any
Hazardous Material or to health and safety matters.

Environmental
Liability means any liability, contingent or otherwise (including any liability
for damages, costs of environmental remediation, fines, penalties or indemnities), of the
Borrower or any Subsidiary directly or indirectly resulting from or based upon (a)
violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous
Materials, (d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the foregoing.

EPCO
means Enterprise Products Company, a Texas corporation.

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Equity
Interest means shares of the capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity
interests in any Person, or any warrants, options or other rights to acquire such
interests.

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

ERISA
Affiliate means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b) or (c) of
the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

ERISA
Event means (a) any reportable event, as defined in Section 4043 of
ERISA or the regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect to any Plan of
an accumulated funding deficiency (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of
the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding
standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal
from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.

Eurocurrency
Liabilities has the meaning assigned to that term in Regulation D of the Board,
as in effect from time to time.

Eurodollar,
when used in reference to any Loan or Borrowing, refers to a Loan, or Loans, in the case
of a Borrowing, which bear interest at a rate determined by reference to the LIBO Rate.

Eurodollar
Rate Reserve Percentage of any Lender for any Interest Period for each
Eurodollar Borrowing means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average of such
percentages for those days in such Interest Period during which any such percentage shall
be so applicable) under regulations issued from time to time by the Board for determining
the maximum reserve requirement (including, without limitation, any emergency,
supplemental or other marginal reserve requirement) for such Lender with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities having a term
equal to such Interest Period.

Event
of Default has the meaning assigned to such term in Article VII.

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Excluded
Taxes means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the
United States of America, by any state thereof or the District of Columbia or by the
jurisdiction under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America, any state
thereof or the District of Columbia or any similar tax imposed by any other jurisdiction
in which the Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.19(b)), any withholding tax
that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or is attributable
to such Foreign Lenders failure to comply with Section 2.17(e).

Exposure
means, with respect to any Lender at any time, the sum of the outstanding principal amount
of such Lenders Loans at such time.

Existing
$230,000,000 Credit Facility means the $230,000,000 revolving credit facility of
the Borrower under that certain Credit Agreement 364-Day Revolving Credit Facility dated
as of November 17, 2000, among the Borrower, Wachovia Bank, National Association,
f/k/a First Union National Bank, as Administrative Agent, and the lenders party thereto,
together with any and all amendments and supplements thereto prior to the date hereof.

Federal
Funds Effective Rate means, for any day, the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing selected
by it.

Final
Availability Period means the Availability Period for which no extension has
been requested by the Borrower or consented to by the Lenders pursuant to Section 2.01(c).

Financial
Officer means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower.

Foreign
Lender means any Lender that is organized under the laws of a jurisdiction other
than the United States of America, any state thereof or the District of Columbia.

GAAP
means generally accepted accounting principles in the United States of America.

General
Partner means Enterprise Products GP, LLC, a Delaware limited liability company.

Governmental
Authority means the government of the United States of America, any other nation
or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

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Guarantee
of or by any Person (the guarantor) means any obligation, contingent or
otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any
Indebtedness of any other Person (the primary obligor) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or
indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other obligation
or (d) as an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness or obligation; provided, that the term
Guarantee shall not include endorsements for collection or deposit in the ordinary course
of business.

Guaranty
Agreement means an agreement executed by the Limited Partner in form and
substance satisfactory to the Administrative Agent guaranteeing, unconditionally, payment
of any principal of or interest on the Loans or any other amount payable under this
Agreement, when and as the same shall become due and payable.

Hazardous
Materials means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or
petroleum distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of
any nature, in each case regulated pursuant to any Environmental Law.

Indebtedness
of any Person means, without duplication, (a) all obligations of such Person for the
repayment of money borrowed which are or should be shown on a balance sheet as debt in
accordance with GAAP, (b) obligations of such Person as lessee under leases which, in
accordance with GAAP, are capital leases, (c) guaranties of such Person of payment or
collection of any obligations described in clauses (a) and (b) of other Persons;
provided, that clauses (a) and (b) include, in the case of obligations of
the Borrower or any Subsidiary, only such obligations as are or should be shown as debt or
capital lease liabilities on a consolidated balance sheet of the Borrower in accordance
with GAAP and (d) all obligations of such Person under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing if the
obligation under such synthetic lease, tax retention operating lease, off-balance sheet
loan or similar off-balance sheet financing, as the case may be, is considered
indebtedness for borrowed money for tax purposes but is classified as an operating lease
in accordance with GAAP; provided, further, that the liability of any Person as a
general partner of a partnership for Indebtedness of such partnership, if such partnership
is not a subsidiary of such Person, shall not constitute Indebtedness.

Indemnified
Taxes means Taxes other than Excluded Taxes.

Index
Debt means senior, unsecured, non-credit enhanced (except for any guaranty by
the Limited Partner) Indebtedness of the Borrower.

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Information
Memorandum means the Confidential Information Memorandum dated October, 2003
relating to the Borrower and the Transactions.

Interest
Election Request means a request by the Borrower to convert or continue a
Borrowing in accordance with Section 2.08, and being in the form of attached Exhibit D.

Interest
Payment Date means (a) with respect to any ABR Loan, the last day of each March,
June, September and December, and (b) with respect to any Eurodollar Loan, the last day of
the Interest Period applicable to the Borrowing of which such Loan is a part and, in the
case of a Eurodollar Borrowing with an Interest Period of more than three months
duration, the day that occurs three (3) months after the first day of such Interest
Period.

Interest
Period means, with respect to any Eurodollar Borrowing, the period commencing on
the date of such Borrowing and ending on the numerically corresponding day in the calendar
month that is one, two, three or six months thereafter, as the Borrower may elect;
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day
unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and thereafter shall be the effective date of the most
recent conversion or continuation of such Borrowing.

Lenders
means the Persons listed on Schedule 2.01 and any other Person that shall have become a
party hereto pursuant to an Assignment and Acceptance or pursuant to Section 2.01(b),
other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance or pursuant to Section 2.01(c).

LIBO
Rate means, with respect to any Eurodollar Borrowing for any Interest Period,
(a) the rate per annum appearing on Page 3750 of the Bridge Telerate Service (formerly Dow
Jones Market Service) (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period, as the rate for
dollar deposits with a maturity comparable to such Interest Period; (b) if for any reason
the rate specified in clause (a) of this definition does not so appear on Page 3750 of the
Bridge Telerate Service (or any successor or substitute page or any such successor to or
substitute for such Service), the rate per annum appearing on Reuters Screen LIBO page (or
any successor or substitute page) as the London interbank offered rate for deposits in
dollars at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period for a maturity comparable to such Interest Period;
and (c) if the rate specified in clause (a) of this definition does not so appear on Page
3750 of the Bridge Telerate Service (or any successor or

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substitute page or any such
successor to or substitute for such Service) and if no rate specified in clause (b) of
this definition so appears on Reuters Screen LIBO page (or any successor or substitute
page), the average of the interest rates per annum at which dollar deposits of $5,000,000
and for a maturity comparable to such Interest Period are offered by the respective
principal London offices of the Reference Banks in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days prior
to the commencement of such Interest Period.

Lien
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or
title retention agreement relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such securities.
For avoidance of doubt, operating leases are not Liens.

Limited
Partner means Enterprise Products Partners L.P., a Delaware limited partnership,
or any other Person that is the Guarantor as defined in the March 15, 2000
Indenture.

Loans
means (a) during the Availability Period, the Revolving Loans, and (b) from and after the
Conversion Date, the Term Loans, as the case may be.

March
15, 2000 Indenture means that certain Indenture dated as of March 15, 2000,
among the Borrower, the Limited Partner and Wachovia Bank, National Association, f/k/a
First Union National Bank, as Trustee.

Material
Adverse Change means a material adverse change, from that in effect on December
31, 2002, in the financial condition or results of operations of the Borrower and its
consolidated Subsidiaries taken as a whole, as indicated in the most recent quarterly or
annual financial statements, except as otherwise disclosed in the Borrowers and/or
the Limited Partners filings with the SEC prior to the date hereof.

Material
Adverse Effect means a material adverse effect on financial condition or results
of operations of the Borrower and its consolidated Subsidiaries taken as a whole, as
indicated in the most recent quarterly or annual financial statements.

Material
Indebtedness means Indebtedness (other than the Loans), of any one or more of
the Borrower and its Subsidiaries (other than Project Finance Subsidiaries) in an
aggregate principal amount exceeding $25,000,000.

Material
Subsidiary means (i) those Subsidiaries designated on Schedule 3.12 as Material
Subsidiaries and (ii) each Subsidiary that, as of the last day of the fiscal year of the
Borrower most recently ended prior to the relevant determination of Material Subsidiaries,
has a net worth determined in accordance with GAAP that is greater than 10% of the
Consolidated Net Worth of the Borrower as of such day.

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Maturity
Date means (i) if the Availability Period is extended pursuant to
Section 2.01(c), the last day of such extended Availability Period, unless Conversion
occurs, (ii) if Conversion occurs pursuant to Section 2.01(d), the date which is one year
after the Conversion Date, and (iii) if neither the Availability Period is extended nor
does Conversion occur, October 29, 2004; provided, however, if such date is
not a Business Day, then the Maturity Date shall be the Business Day immediately preceding
such date.

Moodys
means Moodys Investors Service, Inc.

Multiemployer
Plan means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

Multi-Year
Credit Facility means the revolving credit facility of the Borrower under that
certain Credit Agreement dated as of November 17, 2000, among the Borrower, Wachovia Bank,
National Association, f/k/a First Union National Bank, as Administrative Agent, Issuing
Bank and Swingline Lender, and the lenders party thereto, as amended by a First Amendment
to Credit Agreement dated April 19, 2001, a Second Amendment and Supplement to Credit
Agreement dated April 24, 2002, a Third Amendment and Supplement to Credit Agreement dated
July 31, 2002 and a Fourth Amendment and Supplement to Credit Agreement dated October 30,
2003, together with any and all other amendments and supplements thereto (the
Multi-Year Credit Agreement).

Multi-Year
Credit Facility Commitments means the Commitments (as defined in the
Multi-Year Credit Agreement) of the Lenders under the Multi-Year Credit Facility.

Other
Taxes means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or registration of, or otherwise with respect
to, this Agreement.

Partnership
Agreement means the Agreement of Limited Partnership of the Borrower among the
General Partner and the Limited Partner substantially in the form provided to the Lenders,
as amended, modified and supplemented from time to time.

PBGC
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

Permitted
Liens means:

| | (a)   
          liens upon rights-of-way for pipeline purposes;
| | ----------------------------------------------------------------

| | (b)   
               any statutory or governmental lien or lien arising by operation of law, or any
               mechanics, repairmens, materialmens, suppliers,
               carriers, landlords, warehousemens or similar lien incurred in
               the ordinary course of business which is not yet due or which is being contested
               in good faith by appropriate proceedings and any undetermined lien which is
               incidental to construction, development, improvement or repair; or any right
               reserved to, or vested in, any municipality or public authority by the terms of
               any right, power, franchise, grant, license, permit or by any provision of law,
               to purchase or recapture or to designate a purchaser of, any property;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (c)   
               liens for taxes and assessments which are (i) for the then current year, (ii)
               not at the time delinquent, or (iii) delinquent but the validity or amount of
               which is being contested at the time by the Borrower, any Subsidiary or the
               Limited Partner in good faith by appropriate proceedings;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)   
               liens of, or to secure performance of, leases, other than capital leases, or any
               lien securing industrial development, pollution control or similar revenue
               bonds;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)   
               any lien upon property or assets acquired or sold by the Borrower, any
               Subsidiary or the Limited Partner resulting from the exercise of any rights
               arising out of defaults on receivables;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)   
               any lien in favor of the Borrower, any Subsidiary or the Limited Partner; or any
               lien upon any property or assets of the Borrower, any Subsidiary or the Limited
               Partner in existence on the date of the execution and delivery of the March 15,
               2000 Indenture;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)   
               any lien in favor of the United States of America or any state thereof, or any
               department, agency or instrumentality or political subdivision of the United
               States of America or any state thereof, to secure partial, progress, advance, or
               other payments pursuant to any contract or statute, or any debt incurred by the
               Borrower, any Subsidiary or the Limited Partner for the purpose of financing all
               or any part of the purchase price of, or the cost of constructing, developing,
               repairing or improving, the property or assets subject to such lien;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)   
               any lien incurred in the ordinary course of business in connection with
               workmens compensation, unemployment insurance, temporary disability,
               social security, retiree health or similar laws or regulations or to secure
               obligations imposed by statute or governmental regulations;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)   
               liens in favor of any Person to secure obligations under provisions of any
               letters of credit, bank guarantees, bonds or surety obligations required or
               requested by any governmental authority in connection with any contract or
               statute; or any lien upon or deposits of any assets to secure performance of
               bids, trade contracts, leases or statutory obligations;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)   
               any lien upon any property or assets created at the time of acquisition of such
               property or assets by the Borrower, any Subsidiary or the Limited Partner or
               within one year after such time to secure all or a portion of the purchase price
               for such property or assets or debt incurred to finance such purchase price,
               whether such debt was incurred prior to, at the time of or within one year after
               the date of such acquisition; or any lien upon any property or assets to secure
               all or part of the cost of construction, development, repair or improvements
               thereon or to secure debt incurred prior to, at the time of, or within one year
               after completion of such construction, development, repair or improvements or
               the commencement of full operations thereof (whichever is later), to provide
               funds for any such purpose;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (k)   
               any lien upon any property or assets existing thereon at the time of the
               acquisition thereof by the Borrower, any Subsidiary or the Limited Partner and
               any lien upon any property or assets of a Person existing thereon at the time
               such Person becomes a Subsidiary by acquisition, merger or otherwise;
               provided that, in each case, such lien only encumbers the property
               or assets so acquired or owned by such Person at the time such Person becomes a
               Subsidiary;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (l)   
               liens imposed by law or order as a result of any proceeding before any court or
               regulatory body that is being contested in good faith, and liens which secure a
               judgment or other court-ordered award or settlement as to which the Borrower,
               the applicable Subsidiary or the Limited Partner has not exhausted its appellate
               rights;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (m)   
               any extension, renewal, refinancing, refunding or replacement (or successive
               extensions, renewals, refinancing, refunding or replacements) of liens, in whole
               or in part, referred to in clauses (a) through (l) above; provided, however,
               that any such extension, renewal, refinancing, refunding or replacement lien
               shall be limited to the property or assets covered by the lien extended,
               renewed, refinanced, refunded or replaced and that the obligations secured by
               any such extension, renewal, refinancing, refunding or replacement lien shall be
               in an amount not greater than the amount of the obligations secured by the lien
               extended, renewed, refinanced, refunded or replaced and any expenses of the
               Borrower, its Subsidiaries and the Limited Partner (including any premium)
               incurred in connection with such extension, renewal, refinancing, refunding or
               replacement; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (n)   
               any lien resulting from the deposit of moneys or evidence of indebtedness in
               trust for the purpose of defeasing debt of the Borrower, any Subsidiary or the
               Limited Partner;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Permitted
Sale/Leaseback Transactions means any Sale/Leaseback Transaction:

| | (a)   
               which occurs within one year from the date of completion of the acquisition of
               the Principal Property subject thereto or the date of the completion of
               construction, development or substantial repair or improvement, or commencement
               of full operations on such Principal Property, whichever is later; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)   
               involves a lease for a period, including renewals, of not more than three years;
               or
| | ------------------------------------------------------------------------------------------------------------------------

| | (c)   
               the Borrower, any Subsidiary or the Limited Partner would be entitled to incur
               Indebtedness, in a principal amount equal to the Attributable Indebtedness with
               respect to such Sale/Leaseback Transaction, secured by a Lien on the property
               subject to such Sale/Leaseback Transaction pursuant to Section 6.02 without
               equally and ratably securing the Indebtedness under this Agreement pursuant to
               such Section; or
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (d)   
               the Borrower, any Subsidiary or the Limited Partner, within a one-year period
               after such Sale-Leaseback Transaction, applies or causes to be applied an amount
               not less than the Attributable Indebtedness from such Sale-Leaseback Transaction
               to (a) the prepayment, repayment, redemption, reduction or retirement of any
               Indebtedness of the Borrower, any Subsidiary or the Limited Partner that is not
               subordinated to the Indebtedness under this Agreement, or (b) the expenditure or
               expenditures for Principal Property used or to be used in the ordinary course of
               business of the Borrower, its Subsidiaries or the Limited Partner.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Notwithstanding
the foregoing provisions of this definition, any Sale-Leaseback Transaction not covered by
clauses (a) through (d), inclusive, of this definition, shall nonetheless be a Permitted
Sale/Leaseback Transaction if the Attributable Indebtedness from such Sale-Leaseback
Transaction, together with the aggregate principal amount of outstanding Indebtedness
(other than Indebtedness under this Agreement and Indebtedness under the March 15, 2000
Indenture) secured by Liens other than Permitted Liens upon Principal Properties, does not
exceed 10% of Consolidated Net Tangible Assets.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Person
means any natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.

Plan
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in
respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an employer as defined in
Section 3(5) of ERISA.

Prime
Rate means the rate of interest per annum publicly announced from time to time
by Wachovia Bank, National Association as its prime rate in effect at its principal office
in Charlotte, North Carolina, each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being effective.

Principal
Property means whether owned or leased on the date hereof or thereafter
acquired:

| | (a)   
               any pipeline assets of the Borrower, any Subsidiary or the Limited Partner,
               including any related facilities employed in the transportation, distribution,
               storage or marketing of refined petroleum products, natural gas liquids, and
               petrochemicals, that are located in the United States of America or any
               territory or political subdivision thereof; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)   
               any processing or manufacturing plant or terminal owned or leased by the
               Borrower, any Subsidiary or the Limited Partner that is located in the United
               States or any territory or political subdivision thereof;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | except,
in the case of either of the foregoing clauses (a) or (b):
| | ------------------------------------------------------------------

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| | (i) | any such assets consisting of inventories, furniture, office fixtures and
                    equipment (including data processing equipment), vehicles and equipment used on,
                    or useful with, vehicles; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | any such assets, plant or terminal which, in the opinion of the Board of
                    Directors (as defined in the March 15, 2000 Indenture), is not material in
                    relation to the activities of the Borrower or of the Limited Partner and its
                    subsidiaries taken as a whole.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Program
means the buy-back program initiated by the Limited Partner whereby the Limited Partner or
the Borrower may after November 17, 2000 buy back up to the greater of (i) 2,000,000
publicly held Common Units or (ii) the number of publicly held Common Units the aggregate
purchase price of which is $30,000,000.

Project
Financing means Indebtedness incurred by a Project Finance Subsidiary to finance
the acquisition or construction of any asset or project which Indebtedness does not permit
or provide for recourse against the Borrower or any of its Subsidiaries (other than any
Project Finance Subsidiary).

Project
Finance Subsidiaries means a Subsidiary that is created principally to (i)
construct or acquire any asset or project that will be or is financed solely with Project
Financing for such asset or project, related equity investments and any loans to, or
capital contributions in, such Subsidiary that are not prohibited hereby, (ii) own an
Equity Interest in a Project Finance Subsidiary, and/or (iii) own an interest in any such
asset or project.

Reference
Banks means Wachovia Bank, National Association, JPMorgan Chase Bank and
Citibank, N.A.

Register
has the meaning set forth in Section 9.04.

Related
Parties means, with respect to any specified Person, such Persons
Affiliates and the respective directors, officers, employees, agents and advisors of such
Person and such Persons Affiliates.

Required
Lenders means, at any time, Lenders having Exposures and unused Commitments
representing at least 51% of the sum of the total Exposures and unused Commitments at such
time.

Restricted
Payment means any dividend or other distribution (whether in cash, securities or
other property) with respect to any class of Equity Interests of the Borrower, or any
payment (whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests of the Limited Partner or the Borrower
or any option, warrant or other right to acquire any Equity Interests of the Limited
Partner or the Borrower.

Revolving
Loan means a Loan made pursuant to Section 2.03.

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Sale/Leaseback
Transaction means any arrangement with any Person providing for the leasing,
under a lease that is not a capital lease under GAAP, by the Borrower, or a Subsidiary
(other than a Project Finance Subsidiary) or the Limited Partner of any Principal
Property, which property has been or is to be sold or transferred by the Borrower, such
Subsidiary or the Limited Partner to such Person in contemplation of such leasing.

S&P
means Standard & Poors Ratings Services, a division of McGraw Hill Companies,
Inc.

SEC
has the meaning set forth in Section 5.01(a).

subsidiary
means, with respect to any Person (the parent) at any date, any
corporation, limited liability company, partnership, association or other entity of which
securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of
the general partnership interests, are, as of such date, owned, controlled or held by the
parent and one or more subsidiaries of the parent.

Subsidiary
means any subsidiary of the Borrower.

Taxes
means any and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

Term
Loans means outstanding Revolving Loans converted to term loans pursuant to
Section 2.01(d).

Transactions
means the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans and the use of the proceeds thereof.

Type,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBO Rate or the Alternate Base Rate.

Withdrawal
Liability means liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

SECTION
1.02.   Classification of Loans and Borrowings. For purposes of this Agreement, Loans
may be classified and referred to by Type (e.g., a Eurodollar Loan).
Borrowings also may be classified and referred to by Type (e.g., a Eurodollar
Borrowing).

SECTION
1.03   Terms Generally. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any
pronoun shall include the corresponding masculine, feminine and neuter forms. The words
include, includes and including shall be deemed to be
followed by the phrase without limitation. The word will shall be
construed to have the same meaning and effect as the word shall. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument
or other document

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herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject
to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Persons
successors and assigns, (c) the words herein, hereof and
hereunder, and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
asset and property shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

SECTION
1.04.   Accounting Terms; GAAP. Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with (i)
except for purposes of Section 6.07, GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change occurring after
the date hereof in GAAP or in the application thereof on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith; and (ii) for purposes of Section 6.07,
GAAP, as in effect on June 30, 2003.

ARTICLE II 
The Credits

SECTION
2.01.   Commitments; Extensions and Conversion. (a) Subject to the terms and
conditions set forth herein, each Lender agrees to (i) make Revolving Loans to the
Borrower from time to time during the Availability Period in an aggregate principal amount
that will not result in (A) such Lenders Exposure exceeding such Lenders
Commitment or (B) the sum of the total Exposures exceeding the total Commitments, and (ii)
at the election of the Borrower, to convert the aggregate principal amount of all
Revolving Loans outstanding immediately prior to the close of the Administrative
Agents business on the last day of the Final Availability Period to Term Loans.
Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans.

(b)   
          The Borrower shall have the right, without the consent of the Lenders but with
          the prior approval of the Administrative Agent, not to be unreasonably withheld,
          to cause from time to time an increase in the total Commitments of the Lenders
          by adding to this Agreement one or more additional Lenders or by allowing one or
          more Lenders to increase their respective Commitments; provided
          however (i) no Event of Default shall have occurred hereunder which is
          continuing, (ii) no such increase shall cause (A) the aggregate Commitments
          hereunder to exceed $250,000,000, or (B) the sum of the aggregate Commitments
          hereunder plus the aggregate Multi-Year Credit Facility Commitments to
          exceed $500,000,000, and (iii) no Lenders Commitment shall be increased
          without such Lenders consent.

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(c)   
          The Borrower may request a 364-day extension of the then effective Availability
          Period by delivering a written request for same to the Administrative Agent no
          earlier than 45 days and later than 30 days prior to the end of such
          Availability Period. Any such extension shall be granted if (i) consented to by
          Lenders having Exposures and unused Commitments representing more than 51% of
          the sum of the total Exposures and unused Commitments at such time, (ii) at the
          close of business on the last day of the Availability Period as it existed
          immediately prior to such extension (A) the Commitments of the dissenting
          Lenders are terminated (which termination shall be effective automatically), (B)
          all amounts owing to such dissenting Lenders are paid in full (which payments
          shall not be subject to Section 2.11), and (C) the total Commitments have been
          permanently reduced by an amount equal to such dissenting Lenders
          Commitments so terminated, except to the extent that the Commitments of the
          dissenting Lenders are replaced pursuant to Section 2.19(b) and/or one or more
          Lenders agree(s) to increase their respective Commitment(s), and (iii) all
          conditions precedent for a Borrowing set forth in Section 4.02 have been
          satisfied.

(d)   
          (i) At the option of the Borrower, upon written notice delivered to the
          Administrative Agent no earlier than 45 days and no later than 30 days prior to
          the end of the Final Availability Period, the aggregate principal amount of all
          Revolving Loans outstanding immediately prior to the close of the Administrative
          Agents business on the last day of the Final Availability Period shall
          automatically convert to Term Loans maturing on the Maturity Date.

| | (ii)   
               Any portion of each Lenders Commitment not utilized on or before the
               Conversion Date shall be permanently canceled.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)   
          Any Term Loans that are prepaid may not be reborrowed.
| | -------------------------------------------------------------------------

SECTION
2.02.   Revolving Loans and Revolving Borrowings. (a) Each Revolving Loan shall be
made as part of a Revolving Borrowing consisting of Revolving Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make
any Revolving Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lenders failure to make
Revolving Loans as required.

(b)   
          Subject to Section 2.14, (i) each Revolving Borrowing shall be comprised
          entirely of ABR Revolving Loans or Eurodollar Revolving Loans as the Borrower
          may request in accordance herewith. Each Lender at its option may make any
          Eurodollar Revolving Loan by causing any domestic or foreign branch or Affiliate
          of such Lender to make such Loan; provided that any exercise of
          such option shall not affect the obligation of the Borrower to repay such Loan
          in accordance with the terms of this Agreement.

(c)   
          At the commencement of each Interest Period for any Eurodollar Revolving
          Borrowing, such Borrowing shall be in an aggregate amount that is an integral
          multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
          Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
          is an integral multiple of $500,000 and not less than $1,000,000;
          provided that an ABR Revolving Borrowing may be in an aggregate
          amount that is equal to the entire unused balance of the total Commitments.
          Borrowings of more than one Type

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may be outstanding at the same time;
          provided that there shall not at any time be more than a total of
          six Eurodollar Borrowings outstanding.

(d)   
          Notwithstanding any other provision of this Agreement, the Borrower shall not be
          entitled to request, or to elect to convert or continue, any Borrowing if the
          Interest Period requested with respect thereto would end after the Maturity
          Date.

SECTION
2.03.   Requests for Revolving Borrowings. To request a Revolving Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
Business Days before the date of the proposed Borrowing or (b) in the case of an ABR
Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section 2.02:

| | (i)   
               the aggregate amount of the requested Borrowing;
| | ----------------------------------------------------------------------

| | (ii)   
               the date of such Borrowing, which shall be a Business Day;
| | ---------------------------------------------------------------------------------

| | (iii)   
               whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
| | ---------------------------------------------------------------------------------------------------

| | (iv)   
               in the case of a Eurodollar Borrowing, the initial Interest Period to be
               applicable thereto, which shall be a period contemplated by the definition of
               the term Interest Period; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)   
               the location and number of the Borrowers account to which funds are to be
               disbursed, which shall comply with the requirements of Section 2.07.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If no election as to the Type of
Revolving Borrowing is specified, then the requested Revolving Borrowing shall be an ABR
Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Revolving Borrowing, then the Borrower shall be deemed to have selected an Interest Period
of one months duration. Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender of the
details thereof and of the amount of such Lenders Loan to be made as part of the
requested Borrowing.

SECTION
2.04.   Intentionally Omitted.

SECTION 2.05.
  Intentionally Omitted.

SECTION
2.06.   Intentionally Omitted.

SECTION
2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available funds by

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1:00 p.m., New York City time, to the account of the Administrative Agent most
recently designated by it for such purpose by notice to the Lenders. The Administrative
Agent will make such Loans available to the Borrower by promptly crediting the amounts so
received, in like funds, to an account designated by the Borrower in the applicable
Borrowing Request.

(b)   
          Unless the Administrative Agent shall have received notice from a Lender prior
          to the proposed date of any Borrowing that such Lender will not make available
          to the Administrative Agent such Lenders share of such Borrowing, the
          Administrative Agent may assume that such Lender has made such share available
          on such date in accordance with paragraph (a) of this Section and may, in
          reliance upon such assumption, make available to the Borrower a corresponding
          amount. In such event, if a Lender has not in fact made its share of the
          applicable Borrowing available to the Administrative Agent, then the applicable
          Lender and the Borrower severally agree to pay to the Administrative Agent
          forthwith on demand such corresponding amount with interest thereon, for each
          day from and including the date such amount is made available to the Borrower to
          but excluding the date of payment to the Administrative Agent, at (i) in the
          case of such Lender, the greater of the Federal Funds Effective Rate and a rate
          determined by the Administrative Agent in accordance with banking industry rules
          on interbank compensation or (ii) in the case of the Borrower, the interest rate
          applicable to such Borrowing. If such Lender pays such amount to the
          Administrative Agent, then such amount shall constitute such Lenders Loan
          included in such Borrowing.

SECTION
2.08.   Interest Elections. (a) Each Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing,
shall have an initial Interest Period as specified in such Borrowing Request. Thereafter
(including on or after the Conversion Date), the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different portions of
the affected Borrowing, in which case each such portion shall be allocated ratably among
the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each
such portion shall be considered a separate Borrowing.

(b)   
          To make an election pursuant to this Section, the Borrower shall notify the
          Administrative Agent of such election by telephone by the time that a Borrowing
          Request would be required under Section 2.03 if the Borrower were requesting a
          Revolving Borrowing of the Type resulting from such election to be made on the
          effective date of such election. Each such telephonic Interest Election Request
          shall be irrevocable and shall be confirmed promptly by hand delivery or
          telecopy to the Administrative Agent of a written Interest Election Request
          signed by the Borrower.

(c)   
          Each telephonic and written Interest Election Request shall specify the
          following information in compliance with Section 2.02:

| | (i)   
               the Borrowing to which such Interest Election Request applies and, if different
               options are being elected with respect to different portions thereof, the
               portions thereof to be allocated to each resulting Borrowing (in which case the
               information to be specified pursuant to clauses (iii) and (iv) below shall be
               specified for each resulting Borrowing);
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (ii)   
               the effective date of the election made pursuant to such Interest Election
               Request, which shall be a Business Day;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)   
               whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
               Borrowing; and
| | -------------------------------------------------------------------------------------------------------------------------------

| | (iv)   
               if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
               applicable thereto after giving effect to such election, which shall be a period
               contemplated by the definition of the term Interest Period.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If any such Interest Election Request
requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower
shall be deemed to have selected an Interest Period of one months duration, in the
case of a Eurodollar Borrowing.

(d)   
          Promptly following receipt of an Interest Election Request, the Administrative
          Agent shall advise each Lender of the details thereof and of such Lenders
          portion of each resulting Borrowing.

(e)   
          If the Borrower fails to deliver a timely Interest Election Request with respect
          to a Eurodollar Borrowing prior to the end of the Interest Period applicable
          thereto, then, unless such Borrowing is repaid as provided herein, at the end of
          such Interest Period such Borrowing shall be converted to an ABR Borrowing.
          Notwithstanding any contrary provision hereof, if an Event of Default has
          occurred and is continuing and the Administrative Agent, at the request of the
          Required Lenders, so notifies the Borrower, then, so long as an Event of Default
          is continuing (i) no outstanding Borrowing may be converted to or continued as a
          Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be
          converted to an ABR Borrowing at the end of the Interest Period applicable
          thereto.

SECTION
2.09.   Termination and Reduction of Commitments. (a) Unless previously terminated,
the Commitments shall terminate on the Maturity Date.

(b)   
          The Borrower may at any time terminate, or from time to time reduce, the
          Commitments; provided that (i) each reduction of the Commitments
          shall be in an amount that is an integral multiple of $1,000,000 and not less
          than $5,000,000 and (ii) the Borrower shall not terminate or reduce the
          Commitments if, after giving effect to any concurrent prepayment of the Loans in
          accordance with Section 2.11, the sum of the Exposures would exceed the
          total Commitments.

(c)   
          The Borrower shall notify the Administrative Agent of any election to terminate
          or reduce the Commitments under paragraph (b) of this Section at least three
          Business Days prior to the effective date of such termination or reduction,
          specifying such election and the effective date thereof. Promptly following
          receipt of any notice, the Administrative Agent shall advise the Lenders of the
          contents thereof. Each notice delivered by the Borrower pursuant to this Section
          shall be irrevocable; provided thata notice of termination of the
          Commitments delivered by the Borrower may state that such notice is conditioned
          upon the effectiveness of other credit facilities, in which case such notice may
          be revoked by the Borrower (by notice to the Administrative Agent on or prior

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to the specified effective date) if such condition is not satisfied. Any
          termination or reduction of the Commitments shall be permanent. Each reduction
          of the Commitments shall be made ratably among the Lenders in accordance with
          their respective Commitments.

SECTION
2.10.   Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.

(b)   
          Each Lender shall maintain in accordance with its usual practice an account or
          accounts evidencing the indebtedness of the Borrower to such Lender resulting
          from each Loan made by such Lender, including the amounts of principal and
          interest payable and paid to such Lender from time to time hereunder.

(c)   
          The Administrative Agent shall maintain accounts in which it shall record (i)
          the amount of each Loan made hereunder, the Type thereof and the Interest Period
          applicable thereto, (ii) the amount of any principal or interest due and payable
          or to become due and payable from the Borrower to each Lender hereunder and
          (iii) the amount of any sum received by the Administrative Agent hereunder for
          the account of the Lenders and each Lenders share thereof.

(d)   
          The entries made in the accounts maintained pursuant to paragraph (b) or (c) of
          this Section shall be prima facieevidence of the existence and
          amounts of the obligations recorded therein; provided that the
          failure of any Lender or the Administrative Agent to maintain such accounts or
          any error therein shall not in any manner affect the obligation of the Borrower
          to repay the Loans in accordance with the terms of this Agreement.

(e)   
          Any Lender may request that Loans made by it be evidenced by a promissory note.
          In such event, the Borrower shall prepare, execute and deliver to such Lender a
          promissory note payable to the order of such Lender (or, if requested by such
          Lender, to such Lender and its registered assigns) and substantially in the form
          of note attached hereto as Exhibit G. Thereafter, the Loans evidenced by such
          promissory note and interest thereon shall at all times (including after
          assignment pursuant to Section 9.04) be represented by one or more promissory
          notes in such form payable to the order of the payee named therein (or, if such
          promissory note is a registered note, to such payee and its registered assigns).

SECTION
2.11.   Prepayment of Loans. (a) The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section.

(b)   
          The Borrower shall notify the Administrative Agent by telephone (confirmed by
          telecopy) of any prepayment hereunder (i) in the case of prepayment of a
          Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three
          Business Days before the date of prepayment or (ii) in the case of prepayment of
          an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of
          prepayment. Each such notice shall be irrevocable and shall specify the
          prepayment date and the principal amount of each Borrowing or portion thereof to
          be prepaid; provided that, if a notice of prepayment is given in
          connection with a conditional notice of termination of the Commitments as
          contemplated by Section 2.09, then such notice of prepayment may be revoked if

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such notice of termination is revoked in accordance with Section 2.09. Promptly
          following receipt of any such notice relating to a Borrowing, the Administrative
          Agent shall advise the Lenders of the contents thereof. Each partial prepayment
          of any Borrowing shall be in an amount that is an integral multiple of
          $1,000,000 and not less than $1,000,000 in the case of an ABR Borrowing, or
          $3,000,000 in the case of a Eurodollar Borrowing. Each prepayment of a Borrowing
          shall be applied ratably to the Loans included in the prepaid Borrowing.
          Prepayments shall be accompanied by accrued interest to the extent required by
          Section 2.13.

SECTION
2.12.   Fees. (a) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a facility fee, which shall accrue at the Applicable Rate on the
daily amount of the Commitment of such Lender (whether used or unused) during the period
from and including the Effective Date to but excluding the date on which such Commitment
terminates; provided that, if such Lender continues to have any Exposure after its
Commitment terminates, then such facility fee shall continue to accrue on the daily amount
of such Lenders Exposure from and including the date on which its Commitment
terminates to but excluding the date on which such Lender ceases to have any Exposure.
Accrued facility fees shall be payable in arrears on the last day of March, June,
September and December of each year and on the date on which the Commitments terminate,
commencing on the first such date to occur after the date hereof; provided that any
facility fees accruing after the date on which the Commitments terminate shall be payable
on demand. All facility fees and utilization fees shall be computed on the basis of a year
of 365 days (or 366 days in leap year) and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). In addition to the
foregoing, the Borrower agrees to pay to the Administrative Agent for the account of each
Lender a utilization fee, which shall accrue and be payable on Loans made hereunder at a
rate of 0.125% per annum whenever the aggregate amount of Loans outstanding plus amounts
outstanding under the Multi-Year Credit Facility exceed 50% of the total Commitments plus
the Multi-Year Credit Facility Commitments.

(b)   
          In the event the Borrower elects to convert the Revolving Loans to Term Loans
          pursuant to Section 2.01(d), the Borrower agrees to pay to the Administrative
          Agent for the account of each Lender a term-out fee, which shall accrue at a
          rate of 0.25% per annum on the outstanding daily amount of the Term Loans during
          the period from and including the Conversion Date to but excluding the Maturity
          Date, payable in arrears on the last day of March, June, September and December
          of each year and on the Maturity Date. The term-out fee shall be computed on the
          basis of a year of 365 days (or 366 days in leap year) and shall be payable for
          the actual number of days elapsed (including the first day but excluding the
          last day).

(c)   
          The Borrower agrees to pay to the Administrative Agent, for its own account,
          fees payable in the amounts and at the times separately agreed upon between the
          Borrower and the Administrative Agent.

(d)   
          All fees payable hereunder shall be paid on the dates due, in immediately
          available funds, to the Administrative Agent for distribution, in the case of
          facility fees, utilization fees, participation and term-out fees, to the
          Lenders. Fees paid shall not be refundable under any circumstances.

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SECTION
2.13.   Interest. (a) The Loans comprising each ABR Borrowing  shall bear interest at the
Alternate  Base Rate plus the Applicable Rate.

(b)   
          The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO
          Rate for the Interest Period in effect for such Borrowing plus the Applicable
          Rate.

(c)   
          Notwithstanding the foregoing, if any principal of or interest on any Loan or
          any fee or other amount payable by the Borrower hereunder is not paid when due,
          whether at stated maturity, upon acceleration or otherwise, such overdue amount
          shall bear interest, after as well as before judgment, at a rate per annum equal
          to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
          applicable to such Loan as provided in the preceding paragraphs of this Section
          or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
          Loans as provided in paragraph (a) of this Section.

(d)   
          Accrued interest on each Loan shall be payable in arrears on each Interest
          Payment Date for such Loan and, in the case of Revolving Loans, upon termination
          of the Commitments; provided that (i) interest accrued pursuant to
          paragraph (c) of this Section shall be payable on demand, (ii) in the event of
          any repayment or prepayment of any Loan (other than a prepayment of an ABR
          Revolving Loan prior to the end of the Availability Period), accrued interest on
          the principal amount repaid or prepaid shall be payable on the date of such
          repayment or prepayment and (iii) in the event of any conversion pursuant to
          Section 2.08 of any Eurodollar Loan prior to the end of the current Interest
          Period therefor, accrued interest on such Loan shall be payable on the effective
          date of such conversion.

(e)   
          All interest determined by reference to the LIBO Rate or clause (b) of the
          definition of Alternate Base Rate shall be computed on the basis of a year of
          360 days, and all other interest shall be computed on the basis of a year of 365
          days (or 366 days in a leap year), and in each case shall be payable for the
          actual number of days elapsed (including the first day but excluding the last
          day). The applicable Alternate Base Rate or LIBO Rate shall be determined by the
          Administrative Agent, and such determination shall be conclusive absent manifest
          error.

(f)   
          The Borrower shall pay to each Lender, so long as such Lender shall be required
          under regulations of the Board to maintain reserves with respect to liabilities
          or assets consisting of or including Eurocurrency Liabilities, additional
          interest on the unpaid principal amount of each Borrowing of such Lender during
          such periods as such Borrowing is a Eurodollar Borrowing, from the date of such
          Borrowing until such principal amount is paid in full, at an interest rate per
          annum equal at all times to the remainder obtained by subtracting (i) the LIBO
          Rate for the Interest Period in effect for such Eurodollar Borrowing from (ii)
          the rate obtained by dividing such LIBO Rate by a percentage equal to 100% minus
          the Eurodollar Rate Reserve Percentage of such Lender for such Interest Period.
          Such additional interest shall be determined by such Lender. The Borrower shall
          from time to time, within 15 days after demand (which demand shall be
          accompanied by a certificate comporting with the requirements set forth in
          Section 2.15(c)) by such Lender (with a copy of such demand and certificate to
          the Administrative Agent) pay to the Lender giving such notice such additional
          interest; provided, however, that the Borrower shall not be
          required to pay to such Lender any portion of such additional interest that
          accrued more than 90 days prior to any such demand, unless such additional
          interest was not determinable on the date that is 90 days prior to such demand.

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SECTION
2.14.   Alternate Rate of Interest.  If prior to the commencement of any Interest Period for a
Eurodollar Borrowing:

| | (a)   
               the Administrative Agent determines (which determination shall be conclusive
               absent manifest error) that adequate and reasonable means do not exist for
               ascertaining the LIBO Rate, as applicable, for such Interest Period; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)   
               the Administrative Agent is advised by the Required Lenders that the LIBO Rate,
               as applicable, for such Interest Period will not adequately and fairly reflect
               the cost to such Lenders (or Lender) of making or maintaining their Loans (or
               its Loan) included in such Borrowing for such Interest Period;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

then the Administrative Agent shall
give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly
as practicable thereafter and, until the Administrative Agent notifies the Borrower and
the Lenders that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if
any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an
ABR Borrowing.

SECTION
2.15.   Illegality; Increased Costs. (a) If any Change in Law shall make it unlawful
or impossible for any Lender to make, maintain or fund its Eurodollar Loans, such Lender
shall so notify the Administrative Agent. Upon receipt of such notice, the Administrative
Agent shall immediately give notice thereof to the other Lenders and to the Borrower,
whereupon until such Lender notifies the Borrower and the Administrative Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of such
Lender to make Eurodollar Loans shall be suspended. If such Lender shall determine that it
may not lawfully continue to maintain and fund any of its outstanding Eurodollar Loans to
maturity and shall so specify in such notice, the Borrower shall immediately prepay (which
prepayment shall not be subject to Section 2.11) in full the then outstanding principal
amount of such Eurodollar Loans, together with the accrued interest thereon.

(b)   
          If any Change in Law shall:

| | (i)   
               impose, modify or deem applicable any reserve, special deposit or similar
               requirement against assets of, deposits with or for the account of, or credit
               extended by, any Lender (except any such reserve requirement reflected in
               Section 2.13(f);
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)   
               impose on any Lender or the London interbank market any other condition
               affecting this Agreement or Eurodollar Loans made by such Lender;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and the result of any of the
foregoing shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the
amount of any sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the Borrower will pay to such Lender, such additional amount
or amounts as will compensate such Lender for such additional costs incurred or reduction
suffered.

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(b)   
          If any Lender determines that any Change in Law regarding capital requirements
          has or would have the effect of reducing the rate of return on such
          Lenders capital or on the capital of such Lenders holding company,
          if any, as a consequence of this Agreement or the Loans made by such Lender to a
          level below that which such Lender or such Lenders holding company could
          have achieved but for such Change in Law (taking into consideration such
          Lenders policies and the policies of such Lenders holding company
          with respect to capital adequacy), then from time to time the Borrower will pay
          to such Lender such additional amount or amounts as will compensate such Lender
          or such Lenders holding company for any such reduction suffered.

(c)   
          A certificate of a Lender setting forth, in reasonable detail showing the
          computation thereof, the amount or amounts necessary to compensate such Lender
          or its holding company, as the case may be, as specified in paragraph (a) or (b)
          of this Section shall be delivered to the Borrower and shall be conclusive
          absent manifest error. Such certificate shall further certify that such Lender
          is making similar demands of its other similarly structured borrowers. The
          Borrower shall pay such Lender the amount shown as due on any such certificate
          within 10 days after receipt thereof, if such certificate complies herewith.

(d)   
          Failure or delay on the part of any Lender to demand compensation pursuant to
          this Section shall not constitute a waiver of such Lenders right to demand
          such compensation; provided that the Borrower shall not be
          required to compensate a Lender pursuant to this Section for any increased costs
          or reductions incurred more than 90 days prior to the date that such Lender
          notifies the Borrower of the Change in Law giving rise to such increased costs
          or reductions and of such Lenders intention to claim compensation
          therefor; provided further that, if the Change in Law giving rise
          to such increased costs or reductions is retroactive, then the 90-day period
          referred to above shall be extended to include the period of retroactive effect
          thereof (to the extent that such period of retroactive effect is not already
          included in such 90-day period).

SECTION
2.16.   Break Funding Payments. In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b)
and is revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense (excluding loss of anticipated
profits) attributable to such event. A certificate of any Lender setting forth, in
reasonable detail showing the computation thereof, any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof, if such
certificate complies herewith.

SECTION
2.17.   Taxes. (a) Any and all payments by or on account of any obligation of the
Borrower hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable shall be increased as necessary

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so that after making all required deductions
(including deductions applicable to additional sums payable under this Section) the
Administrative Agent or any Lender (as the case may be) receives 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
Governmental Authority in accordance with applicable law.

(b)   
          In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
          Authority in accordance with applicable law.

(c)   
          The Borrower shall indemnify the Administrative Agent and each Lender within 10
          days after written demand therefor, for the full amount of any Indemnified Taxes
          or Other Taxes paid by the Administrative Agent or such Lender, as the case may
          be, on or with respect to any payment by or on account of any obligation of the
          Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
          asserted on or attributable to amounts payable under this Section) and any
          penalties, interest and reasonable expenses arising therefrom or with respect
          thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
          legally imposed or asserted by the relevant Governmental Authority;
          provided that the Borrower shall not be required to indemnify or
          reimburse a Lender pursuant to this Section for any Indemnified Taxes or Other
          Taxes imposed or asserted more than 90 days prior to the date that such Lender
          notifies the Borrower of the Indemnified Taxes or Other Taxes imposed or
          asserted and of such Lenders intention to claim compensation therefor;
          provided further that, if the Indemnified Taxes or Other Taxes
          imposed or asserted giving rise to such claims are retroactive, then the 90-day
          period referred to above shall be extended to include the period of retroactive
          effect thereof (to the extent that such period of retroactive effect is not
          already included in such 90-day period). A certificate setting forth, in
          reasonable detail showing the computation thereof, the amount of such payment or
          liability delivered to the Borrower by a Lender or by the Administrative Agent
          on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
          error.

(d)   
          As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
          the Borrower to a Governmental Authority, the Borrower shall deliver to the
          Administrative Agent the original or a certified copy of a receipt issued by
          such Governmental Authority evidencing such payment, a copy of the return
          reporting such payment or other evidence of such payment reasonably satisfactory
          to the Administrative Agent.

(e)   
          Any Foreign Lender that is entitled to an exemption from or reduction of
          withholding tax under the law of the jurisdiction in which the Borrower is
          located, or any treaty to which such jurisdiction is a party, with respect to
          payments under this Agreement shall deliver to the Borrower (with a copy to the
          Administrative Agent), at the time or times prescribed by applicable law, such
          properly completed and executed documentation prescribed by applicable law or
          reasonably requested by the Borrower as will permit such payments to be made
          without withholding or at such reduced rate.

(f)   
          Should any Lender or the Administrative Agent during the term of this Agreement
          ever receive any refund, credit or deduction from any taxing authority to which
          such Lender or the Administrative Agent would not be entitled but for the
          payment by the Borrower of Taxes (it being understood that the decision as to
          whether or not to claim, and if claimed, as to the amount of any

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such refund,
          credit or deduction shall be made by such Lender or the Administrative Agent in
          its sole discretion), such Lender or the Administrative Agent, as the case may
          be, thereupon shall repay to the Borrower an amount with respect to such refund,
          credit or deduction equal to any net reduction in taxes actually obtained by
          such Lender or the Administrative Agent, as the case may be, and determined by
          such Lender or the Administrative Agent, as the case may be, to be attributable
          to such refund, credit or deduction.

(g)   
          Except for a request by the Borrower under Section 2.19(b), no Foreign Lender
          shall be entitled to the benefits of Sections 2.17(a) or 2.17(c) if withholding
          tax is imposed on amounts payable to such Foreign Lender at the time such
          Foreign Lender becomes a party to this Agreement or designates a new lending
          office.

SECTION
2.18.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrower
shall make each payment required to be made by it hereunder (whether of principal,
interest or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise)
prior to 1:00 p.m., New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at its offices at 301 South College
Street, Charlotte, North Carolina 28288-0608, except that payments pursuant to Sections
2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the account of
any other Person to the appropriate recipient promptly following receipt thereof. If any
payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in dollars.

(b)   
          If at any time insufficient funds are received by and available to the
          Administrative Agent to pay fully all amounts of principal, interest and fees
          then due hereunder, such funds shall be applied (i) first, towards payment of
          interest and fees then due hereunder, ratably among the parties entitled thereto
          in accordance with the amounts of interest and fees then due to such parties,
          and (ii) second, towards payment of principal then due hereunder, ratably among
          the parties entitled thereto in accordance with the amounts of principal then
          due to such parties.

(c)   
          If any Lender shall, by exercising any right of set-off or counterclaim or
          otherwise, obtain payment (other than any payment to a dissenting Lender
          pursuant to Section 2.01(c) ) in respect of any principal of or interest on any
          of its Loans resulting in such Lender receiving payment of a greater proportion
          of the aggregate amount of its Loans and accrued interest thereon than the
          proportion received by any other Lender, then the Lender receiving such greater
          proportion shall purchase (for cash at face value) participations in the Loans
          of other Lenders to the extent necessary so that the benefit of all such
          payments shall be shared by the Lenders ratably in accordance with the aggregate
          amount of principal of and accrued interest on their respective Loans;
          provided that(i) if any such participations are purchased and all
          or any portion of the payment giving rise thereto is recovered, such
          participations shall be rescinded and the purchase price restored to the extent
          of such recovery, without interest, and (ii) the provisions of this paragraph
          shall not be construed to apply to any payment made by the Borrower pursuant to
          and in accordance with the express terms of

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this Agreement or any payment
          obtained by a Lender as consideration for the assignment of or sale of a
          participation in any of its Loans to any assignee or participant, other than to
          the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
          of this paragraph shall apply). The Borrower consents to the foregoing and
          agrees, to the extent it may effectively do so under applicable law, that any
          Lender acquiring a participation pursuant to the foregoing arrangements may
          exercise against the Borrower rights of set-off and counterclaim with respect to
          such participation as fully as if such Lender were a direct creditor of the
          Borrower in the amount of such participation.

(d)   
          Unless the Administrative Agent shall have received notice from the Borrower
          prior to the date on which any payment is due to the Administrative Agent for
          the account of the Lenders hereunder that the Borrower will not make such
          payment, the Administrative Agent may assume that the Borrower has made such
          payment on such date in accordance herewith and may, in reliance upon such
          assumption, distribute to the Lenders the amount due. In such event, if the
          Borrower has not in fact made such payment, then each of the Lenders severally
          agrees to repay to the Administrative Agent forthwith on demand the amount so
          distributed to such Lender with interest thereon, for each day from and
          including the date such amount is distributed to it to but excluding the date of
          payment to the Administrative Agent, at the greater of the Federal Funds
          Effective Rate and a rate determined by the Administrative Agent in accordance
          with banking industry rules on interbank compensation.

(e)   
          If any Lender shall fail to make any payment required to be made by it pursuant
          to Section 2.07(b) or 2.18(d), then the Administrative Agent may, in its
          discretion (notwithstanding any contrary provision hereof), apply any amounts
          thereafter received by the Administrative Agent for the account of such Lender
          to satisfy such Lenders obligations under such Sections until all such
          unsatisfied obligations are fully paid.

SECTION
2.19.   Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests
compensation under Section 2.15 or Section 2.13(f), or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the account of any
Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to
designate a different lending office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13(f), 2.15 or 2.17, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment. Subject to the foregoing, Lenders agree to use
reasonable efforts to select lending offices which will minimize taxes and other costs and
expenses for the Borrower.

(b)   
          If any Lender requests compensation under Section 2.13(f) or Section 2.15, or if
          the Borrower is required to pay any additional amount to any Lender or any
          Governmental Authority for the account of any Lender pursuant to Section 2.17,
          or if any Lender defaults in its obligation to fund Loans hereunder, or if any
          Lender refuses to consent to an extension pursuant to Section 2.01(c), then the
          Borrower may, at its sole expense and effort, upon notice to such Lender and the
          Administrative Agent, require such Lender to assign and delegate, without
          recourse (in accordance with and subject to the restrictions contained in
          Section 9.04), all its interests, rights and obligations

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under this Agreement to
          an assignee that shall assume such obligations (which assignee may be another
          Lender, if a Lender accepts such assignment); provided that (i)
          the Borrower shall have received the prior written consent of the Administrative
          Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
          have received payment of an amount equal to the outstanding principal of its
          Loans, accrued interest thereon, accrued fees and all other amounts payable to
          it hereunder, from the assignee (to the extent of such outstanding principal and
          accrued interest and fees) or the Borrower (in the case of all other amounts)
          and (iii) in the case of any such assignment resulting from a claim for
          compensation under Section 2.13(f) or Section 2.15 or payments required to be
          made pursuant to Section 2.17, such assignment will result in a reduction in
          such compensation or payments. A Lender shall not be required to make any such
          assignment and delegation if, prior thereto, as a result of a waiver by such
          Lender or otherwise, the circumstances entitling the Borrower to require such
          assignment and delegation cease to apply. If any Lender refuses to assign and
          delegate all its interests, rights and obligations under this Agreement after
          the Borrower has required such Lender to do so as a result of a claim for
          compensation under Section 2.13(f) or Section 2.15 or payments required to be
          made pursuant to Section 2.17, such Lender shall not be entitled to receive such
          compensation or required payments.

ARTICLE III 
Representations and Warranties

The
Borrower represents and warrants to the Lenders that:

SECTION
3.01.   Organization; Powers. Each of the Borrower and its Subsidiaries is duly
formed, validly existing and (if applicable) in good standing (except, with respect to
Subsidiaries (other than Material Subsidiaries), where the failure to be in good standing,
individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect) under the laws of the jurisdiction of its organization, has all requisite
power and authority to carry on its business in all material respects as now conducted
and, except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to do business
in, and (if applicable) is in good standing in, every jurisdiction where such
qualification is required.

SECTION
3.02.   Authorization; Enforceability. The Transactions are within the
Borrowers partnership powers and have been duly authorized by all necessary
partnership and, if required, partner action. This Agreement has been duly executed and
delivered by the Borrower and constitutes a legal, valid and binding obligation of the
Borrower, enforceable against the Borrower in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law.

SECTION
3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force
and effect, (b) will not violate any law or regulation applicable to the Borrower or the
limited partnership agreement, charter, by-laws or other organizational documents of the
Borrower or any of its Subsidiaries or any order of any Governmental Authority to which
the Borrower or any of its Subsidiaries is subject, (c) will not violate or result in a
default under any material indenture,

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agreement or other instrument binding upon the
Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to
require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the Borrower or any
of its Subsidiaries that is prohibited hereby.

SECTION
3.04.   Financial Condition; No Material Adverse Change. (a) The Borrower has
heretofore furnished to the Lenders its audited consolidated and unaudited consolidating
balance sheets of the Borrower and its consolidated Subsidiaries and the related audited
consolidated (and, as to statements of income, unaudited consolidating) statements of
income, equity and cash flow of the Borrower and its consolidated Subsidiaries (i) as of
and for the fiscal year ended December 31, 2002, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended June 30, 2003, certified by its chief
financial officer. Such financial statements present fairly, in all material respects, the
financial position and results of operations and cash flows of the Borrower and its
consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case of the
statements referred to in clause (ii) above.

(b)   
          No Material Adverse Change exists.

SECTION
3.05.   Intentionally Omitted.

SECTION 3.06.   
Litigation and Environmental Matters. (a) There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending against or, to
the knowledge of the Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or
(ii) that involve this Agreement or the Transactions.

(b)   
          Except for the Disclosed Matters and except with respect to any other matters
          that, individually or in the aggregate, could not reasonably be expected to
          result in a Material Adverse Effect, neither the Borrower nor any of its
          Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
          maintain or comply with any permit, license or other approval required under any
          Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
          has received notice of any claim with respect to any Environmental Liability or
          (iv) knows of any basis for any Environmental Liability.

(c)   
          Since the date of this Agreement, there has been no change in the status of the
          Disclosed Matters that, individually or in the aggregate, has resulted in, or
          materially increased the likelihood of, a Material Adverse Effect.

SECTION
3.07.   Compliance with Laws. Each of the Borrower and its Subsidiaries is in
compliance with all laws, regulations and orders of any Governmental Authority applicable
to it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

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SECTION
3.08.   Investment and Holding Company Status. Neither the Borrower nor any of its
Subsidiaries is (a) an investment company as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a holding company
as defined in, or subject to regulation under, the Public Utility Holding Company Act of
1935.

SECTION
3.09.   Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid or caused
to be paid all Taxes required to have been paid by it, except (a) Taxes that are being
contested in good faith by appropriate proceedings and for which the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the
extent that the failure to do so could not reasonably be expected to result in a Material
Adverse Effect.

SECTION
3.10.   ERISA. No ERISA Event has occurred or is reasonably expected to occur that,
when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse Effect.

SECTION
3.11.   Disclosure. Neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the negotiation of
this Agreement (as modified or supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided that, with respect to projected financial information,
the Borrower represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

SECTION
3.12.   Subsidiaries. As of the Effective Date, Borrower has no Subsidiaries other
than those listed on Schedule 3.12 hereto. As of the Effective Date, Schedule 3.12 sets
forth the jurisdiction of incorporation or organization of each such Subsidiary, the
percentage of Borrowers ownership of the outstanding Equity Interests of each
Subsidiary directly owned by Borrower, and the percentage of each Subsidiarys
ownership of the outstanding Equity Interests of each other Subsidiary.

SECTION
3.13.   Margin Securities. Neither the Borrower nor any Subsidiary is engaged
principally, or as one of its important activities, in the business of extending credit
for the purpose of purchasing or carrying margin stock (within the meaning of Regulations
U or X of the Board of Governors of the Federal Reserve System), and no part of the
proceeds of any Loan will be used to purchase or carry any margin stock in violation of
said Regulations U or X or to extend credit to others for the purpose of purchasing or
carrying margin stock in violation of said Regulations U or X.

SECTION
3.14. Not a Reportable Transaction. The Borrower does not intend to
treat the Borrowings and related transactions as being a reportable
transaction (within the meaning of Treasury Regulation Section 1.6011-4). In
the event the Borrower determines to take any action inconsistent with such intention, it
will promptly notify the Administrative Agent thereof. If the Borrower so notifies the
Administrative Agent, the Borrower acknowledges that one or more of the Lenders may treat
its Loans as part of a transaction that is subject to Treasury Regulation

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Section 301.6112-1, and such Lender or Lenders will maintain the lists and other
records required by such Treasury Regulation.

ARTICLE IV 
Conditions

SECTION
4.01.   Effective Date. The obligations of the Lenders to make Loans hereunder shall
not become effective until the Effective Date which is scheduled to occur when each of the
following conditions is satisfied:

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

(b)   
          The Administrative Agent shall have received a favorable written opinion
          (addressed to the Administrative Agent and the Lenders and dated the Effective
          Date) of Bracewell & Patterson LLP, counsel for the Borrower and the Limited
          Partner, substantially in the form of Exhibit E.

(c)   
          The Administrative Agent shall have received such documents and certificates as
          the Administrative Agent or its counsel may reasonably request relating to the
          organization and existence of the Borrower and the Limited Partner, the
          authorization of the Transactions and any other legal matters relating to the
          Borrower, this Agreement or the Transactions, all in form and substance
          reasonably satisfactory to the Administrative Agent and its counsel, and, with
          respect to the Limited Partner, the authorization of the Guaranty Agreement and
          any other legal matters relating to the Limited Partner.

(d)   
          The Administrative Agent shall have received the Guaranty Agreement dated as of
          the date hereof, duly and validly executed by the Limited Partner.

(e)   
          The Administrative Agent shall have received each promissory note requested by a
          Lender pursuant to Section 2.10(e), each duly completed and executed by the
          Borrower.

(f)   
          The Administrative Agent shall have received a certificate, dated the Effective
          Date and signed by the President, an Executive Vice President or a Financial
          Officer of the Borrower, confirming compliance with the conditions set forth in
          paragraphs (a) and (b) of Section 4.02.

(g)   
          The Administrative Agent shall have received all fees and other amounts due and
          payable on or prior to the Effective Date, including, to the extent invoiced
          five (5) Business Days prior to closing, reimbursement or payment of all
          out-of-pocket expenses required to be reimbursed or paid by the Borrower
          hereunder.

(h)   
          As of the Effective Date, no Material Adverse Change exists.

(i)   
          There shall not have been any disruption or adverse change in the financial or
          capital markets generally or in the market for loan syndications in particular,
          which the Administrative Agent, in its reasonable judgment, deems material.

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(j)   
          The Lenders shall have received the audited financial statements for the
          Borrower and its Subsidiaries for the period ended December 31, 2002 and Form
          10-Q for fiscal quarter ending June 30, 2003.

(k)   
          All necessary governmental and third-party approvals, if any, required to be
          obtained by the Borrower in connection with the Transactions and otherwise
          referred to herein shall have been obtained and remain in effect (except where
          failure to obtain such approvals will not have a Material Adverse Effect), and
          all applicable waiting periods shall have expired without any action being taken
          by any applicable authority.

The Administrative Agent shall notify
the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive
and binding.

SECTION
4.02.   Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing (exclusive of continuations and conversions of a Borrowing) is
subject to the satisfaction of the following conditions:

(a)   
          The representations and warranties of the Borrower set forth in this Agreement
          shall be true and correct in all material respects on and as of the date of such
          Borrowing.

(b)   
          At the time of and immediately after giving effect to such Borrowing no Default
          shall have occurred and be continuing.

Each Borrowing shall be deemed to
constitute a representation and warranty by the Borrower on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V 
Affirmative Covenants

Until
the Commitments have expired or been terminated and the principal of and interest on each
Loan and all fees payable hereunder shall have been paid in full, the Borrower covenants
and agrees with the Lenders that:

SECTION
5.01.   Financial Statements and Other Information. The Borrower will furnish, or
cause to be furnished, to the Administrative Agent and each Lender:

(a)   
          within 15 days after filing same with the Securities and Exchange Commission
          (SEC), copies of each annual report on Form 10-K, quarterly
          report on Form 10-Q and report on Form 8-K (or any successor or substitute
          forms) that the Limited Partner is required to file with the SEC pursuant to
          Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and any
          successor statute (the Exchange Act);

(b)   
          within 15 days after filing same with the SEC, copies of each annual report on
          Form 10-K, quarterly report on Form 10-Q and report on Form 8-K (or any
          successor or substitute forms) that the Borrower is required to file with the
          SEC pursuant to Section 13 or 15(d) of the Exchange Act;

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(c)   
          if the Borrower is not subject to the requirements of Section 13 or 15(d) of the
          Exchange Act and the Limited Partner owns direct subsidiaries (other than the
          Borrower and its Subsidiaries), promptly after becoming available and in any
          event within 105 days after the close of each fiscal year of the Borrower (i)
          the audited consolidated balance sheets of the Borrower and its consolidated
          Subsidiaries as at the end of such year and (ii) the audited consolidated
          statements of income, equity and cash flow of the Borrower and its consolidated
          Subsidiaries for such year setting forth in each case in comparative form the
          corresponding figures for the preceding fiscal year, which report shall be to
          the effect that such statements have been prepared in accordance with GAAP;

(d)   
          if the Borrower is not subject to Section 13 or 15(d) of the Exchange Act and
          the Limited Partner owns direct subsidiaries (other than the Borrower and its
          Subsidiaries), promptly after their becoming available and in any event within
          60 days after the close of each fiscal quarter of the Borrower, (i) the
          unaudited consolidated balance sheets of the Borrower and its consolidated
          Subsidiaries as at the end of such quarter and (ii) the unaudited consolidated
          statements of income, equity and cash flow of the Borrower for such quarter,
          setting forth in each case in comparative form the corresponding figures for the
          preceding fiscal year, all of the foregoing certified by a Financial Officer of
          the Borrower to have been prepared in accordance with GAAP subject to normal
          changes resulting from year-end adjustment and accompanied by a written
          discussion of the financial performance and operating results, including the
          major assets, of the Borrower for such quarter; and

(e)   
          within 60 days after the end of each fiscal quarter of each fiscal year of the
          Borrower, a certificate of a Financial Officer of the Borrower substantially in
          the form of Exhibit F (i) certifying as to whether a Default has occurred that
          is then continuing and, if a Default has occurred that is then continuing,
          specifying the details thereof and any action taken or proposed to be taken with
          respect thereto, (ii) setting forth in reasonable detail calculations
          demonstrating compliance with Section 6.07.

SECTION
5.02.   Notices of Material Events. The Borrower will furnish to the Administrative
Agent and each Lender prompt written notice of the following:

| | (a)   
               the occurrence of any Event of Default; and
| | -----------------------------------------------------------------

| | (b)   
               any other development that results in, or could reasonably be expected to result
               in, a Material Adverse Effect.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

Each notice delivered under this
Section shall be accompanied by a statement of a Financial Officer or other executive
officer of the Borrower setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.

SECTION
5.03.   Existence; Conduct of Business. The Borrower will do or cause to be done all
things necessary to preserve, renew and keep in full force and effect its legal existence
and the rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution not prohibited under Section 6.03.

SECTION
5.04.   Intentionally Omitted.

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SECTION
5.05.   Maintenance of Properties; Insurance. The Borrower will, and will cause each
of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted, and (b)
maintain, with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are customarily maintained by companies engaged in the
same or similar businesses operating in the same or similar locations.

SECTION
5.06.   Books and Records; Inspection Rights. The Borrower will, and will cause each
of its Subsidiaries to, keep in accordance with GAAP proper books of record and account in
which full, true and correct entries are made in all material respects of all dealings and
transactions in relation to its business and activities. The Borrower will, and will cause
each of its Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such reasonable times
and as often as reasonably requested.

SECTION
5.07.   Compliance with Laws. The Borrower will, and will cause each of its
Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental
Authority applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

SECTION
5.08.   Use of Proceeds. The proceeds of the Loans will be used only (a) for the
payment in full of the Existing $230,000,000 Credit Facility, (b) as a backstop for
commercial paper, and (c) for working capital, acquisitions and other limited partnership
purposes. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations U and X.

SECTION
5.09.   Environmental Matters. The Borrower has established and implemented, or will
establish and implement, and will cause each of its Subsidiaries to establish and
implement, such procedures as may be necessary to 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 or solid wastes are
disposed of or otherwise released on or to any property owned by the Borrower or its
Subsidiaries except in compliance with Environmental Laws, (iii) no Hazardous Materials
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 or
Hazardous Materials 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.

SECTION
5.10.    ERISA Information.  The Borrower will furnish to the Administrative Agent:

| | (a)   
               within 15 Business Days after the institution of or the withdrawal or partial
               withdrawal by the Borrower, any Subsidiary or any ERISA Affiliate from any
               Multiemployer Plan, which would cause the Borrower, any Subsidiary or any ERISA
               Affiliate to incur withdrawal liability in excess of $5,000,000 (in the
               aggregate for all such withdrawals), a written notice thereof signed by an
               executive officer of the Borrower stating the applicable details; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b)   
               within 15 Business Days after an officer of the Borrower becomes aware of any
               material action at law or at equity brought against the Borrower, any of its
               Subsidiaries, any ERISA Affiliate, or any fiduciary of a Plan in connection with
               the administration of any Plan or the investment of assets thereunder, a written
               notice signed by an executive officer of the Borrower specifying the nature
               thereof and what action the Borrower is taking or proposes to take with respect
               thereto.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION
5.11.   Taxes. Pay and discharge, or cause to be paid and discharged, promptly or
make, or cause to be made, timely deposit of all taxes (including Federal Insurance
Contribution Act) payments and withholding taxes), assessments and governmental charges or
levies imposed upon the Borrower or any Subsidiary or upon the income or any property of
the Borrower or any Subsidiary; provided, however, that neither the Borrower
nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or
claim if the amount, applicability or validity thereof shall currently be contested in
good faith by appropriate proceedings diligently conducted by or on behalf of the Borrower
or its Subsidiary, and if the Borrower or its Subsidiary shall have set up reserves
therefor adequate under GAAP or if no Material Adverse Effect shall be occasioned by all
such failures in the aggregate..

ARTICLE VI 
Negative Covenants

Until
the Commitments have expired or terminated and the principal of and interest on each Loan
and all fees payable hereunder have been paid in full, the Borrower covenants and agrees
with the Lenders that:

SECTION
6.01. Indebtedness. The Borrower will not permit any Subsidiary to create, incur or
assume any Indebtedness, except:

(a)   
          Indebtedness of any Person that becomes a Subsidiary of the Borrower, to the
          extent such Indebtedness is outstanding at the time such Person becomes a
          Subsidiary of the Borrower and was not incurred in contemplation thereof and
          Indebtedness refinancing (but not increasing) such Indebtedness, and
          Indebtedness assumed by any Subsidiary in connection with its acquisition
          (whether by merger, consolidation, acquisition of all or substantially all of
          the assets or acquisition that results in the ownership of greater than fifty
          percent (50%) of the Equity Interests of a Person) of another Person and
          Indebtedness refinancing (but not increasing) such Indebtedness, provided
          that at the time of and after giving effect to the incurrence or
          assumption of such Indebtedness or refinancing Indebtedness and the application
          of the proceeds thereof, as the case may be, the aggregate principal amount of
          all such Indebtedness, and of all Indebtedness previously incurred or assumed
          pursuant to this Section 6.01(a), and then outstanding, shall not exceed 75% of
          Consolidated EBITDA for the period of four full fiscal quarters of the Borrower
          and its Subsidiaries (and such Person on a pro forma basis) then most recently
          ended; further provided, however, Indebtedness assumed in
          connection with the acquisition of equity interests in Seminole Pipeline
          Company, a Delaware corporation, shall be included as Indebtedness assumed
          pursuant to this Section 6.01(a);

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(b)   
          Indebtedness of the Subsidiaries not otherwise permitted by this Section 6.01,
          provided that at the time of and after giving effect to the
          incurrence of such Indebtedness and the application of the proceeds thereof the
          aggregate principal amount of all such Indebtedness, and of all Indebtedness
          previously incurred pursuant to this Section 6.01(b), and then outstanding,
          shall not exceed 25% of Consolidated EBITDA for the period of four fiscal
          quarters of the Borrower and the Subsidiaries then most recently ended;

(c)   
          Indebtedness of Project Finance Subsidiaries;

(d)   
          intercompany Indebtedness;

(e)   
          Indebtedness existing on the date hereof and set forth on Schedule 6.01; and

(f)   
          other unsecured Indebtedness in an aggregate principal amount not exceeding
          $25,000,000 at any time outstanding;

provided, however, that
no Subsidiary (other than a Project Finance Subsidiary) shall create, incur or assume any
Indebtedness pursuant to any provision of this Section 6.01 if an Event of Default shall
have occurred and be continuing or would result from such creation, incurrence or
assumption.

SECTION
6.02.   Liens. The Borrower shall not, and shall not permit any Subsidiary (other
than Project Finance Subsidiaries) or the Limited Partner to, create, assume, incur or
suffer to exist any Lien, other than a Permitted Lien, on any Principal Property or upon
any Equity Interests of the Borrower or any Subsidiary (other than Project Finance
Subsidiaries) owning or leasing any Principal Property, now owned or hereafter acquired by
the Borrower or such Subsidiary to secure any Indebtedness of the Borrower, the Limited
Partner or any other Person (other than the Indebtedness under this Agreement), without in
any such case making effective provision whereby any and all Indebtedness under this
Agreement then outstanding will be secured by a Lien equally and ratably with, or prior
to, such Indebtedness for so long as such Indebtedness shall be so secured.
Notwithstanding the foregoing, the Borrower may, and may permit any Subsidiary (other than
a Project Finance Subsidiary) and the Limited Partner to, create, assume, incur or suffer
to exist any Lien upon any Principal Property to secure Indebtedness of the Borrower, the
Limited Partner or any other Person (other than the Indebtedness under this Agreement),
other than a Permitted Lien without securing the Indebtedness under this Agreement,
provided that the aggregate principal amount of all Indebtedness then
outstanding secured by such Lien and all similar Liens together with the aggregate amount
of Attributable Indebtedness deemed to be outstanding in respect of all Sale/Leaseback
Transactions (exclusive of any Permitted Sale/Leaseback Transactions), does not exceed 10%
of Consolidated Net Tangible Assets.

SECTION
6.03.   Fundamental Changes. The Borrower will not merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it, or sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets, or all or substantially all of the
Equity Interests of any of its Subsidiaries(other than Project Finance Subsidiaries) (in
each case, whether now owned or hereafter acquired), or liquidate or dissolve, except
that, if at the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing (i) any Person may merge into or

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consolidate with the
Borrower in a transaction in which the Borrower is the surviving entity and (ii) Borrower
may sell or otherwise dispose of all or any portion of the Equity Interests of any of its
Subsidiaries.

SECTION
6.04.   Investment Restriction. Neither the Borrower nor any Subsidiary (other than a
Project Finance Subsidiary) will make investments in Project Finance Subsidiaries in
excess of $50,000,000 in the aggregate at any one time outstanding.

SECTION
6.05.   Restricted Payments. The Borrower will not, and will not permit any of its
Subsidiaries (other than Project Finance Subsidiaries) to, declare or make, or agree to
pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of
Default has occurred and is continuing or would result therefrom, (i) the Borrower and the
Subsidiaries may make Restricted Payments necessary to fund the Program, (ii) the Borrower
may make Restricted Payments from Available Cash (as defined in the Partnership Agreement)
from Operating Surplus (as defined in the Partnership Agreement) cumulative from January
1, 1999 through the date of such Restricted Payment, and (iii) any Subsidiary may buy back
any of its own Equity Interests; provided, that even if an Event of Default
shall have occurred and is continuing, no Subsidiary shall be prohibited from upstreaming
dividends or other payments to the Borrower or any Subsidiary (which is not a Project
Finance Subsidiary) or making, in the case of any Subsidiary that is not wholly-owned
(directly or indirectly) by the Borrower, ratable dividends or payments, as the case may
be, to the other owners of Equity Interests in such Subsidiary.

SECTION
6.06.   Restrictive Agreements. The Borrower will not, and will not permit any of its
Subsidiaries (other than Project Finance Subsidiaries) to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement with any Person, other
than the Lenders pursuant hereto or restrictions or conditions existing on the date hereof
and identified on Schedule 6.06, which prohibits, restricts or imposes any conditions upon
the ability of any Subsidiary (other than Project Finance Subsidiaries) to (a) pay
dividends or make other distributions or pay any Indebtedness owed to the Borrower or any
Subsidiary, or (b) make subordinate loans or advances to or make other investments in the
Borrower or any Subsidiary.

SECTION
6.07.   Financial Condition Covenants.

(a)   
          Minimum Net Worth. The Borrower will not permit its Consolidated Net
          Worth as of the last day of any fiscal quarter of the Borrower to be less than
          $750,000,000.

(b)   
          Ratio of Consolidated Indebtedness to Consolidated EBITDA. The Borrower
          shall not permit its ratio of Consolidated Indebtedness to Consolidated EBITDA
          in each case for the four full fiscal quarters most recently ended (including,
          without limitation, the four fiscal quarter period ending September 30,
          2003) to exceed 4.75 to 1.00 as of the last day of any fiscal quarter of the
          Borrower. For purposes of calculating such ratio the Project Finance
          Subsidiaries shall be disregarded. For purposes of this Section 6.07(b), if
          during any period of four fiscal quarters the Borrower or any Subsidiary
          acquires any Person (or any interest in any Person) or all or substantially all
          of the assets of any Person, the EBITDA attributable to such assets or an amount
          equal to the percentage of ownership of the Borrower or a Subsidiary, as the
          case may be, in such Person times the EBITDA of such Person, for such period
          determined on a pro forma basis (which determination,

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in each case, shall be
          subject to approval of the Administrative Agent, not to be unreasonably
          withheld) may be included as Consolidated EBITDA for such period as if such
          acquisition occurred on the first day of such four fiscal quarter period;
          provided that during the portion of such period that follows such
          acquisition, the computation in respect of the EBITDA of such Person or such
          assets, as the case may be, shall be made on the basis of actual (rather than
          pro forma) results.

ARTICLE VII 
Events of Default

If
any of the following events (Events of Default) shall occur:

(a)   
          the Borrower shall fail to pay any principal of any Loan when and as the same
          shall become due and payable, whether at the due date thereof or at a date fixed
          for prepayment thereof or otherwise;

(b)   
          the Borrower shall fail to pay any interest on any Loan or any fee or any other
          amount (other than an amount referred to in clause (a) of this Article) payable
          under this Agreement, when and as the same shall become due and payable, and
          such failure shall continue unremedied for a period of five (5) Business Days;

(c)   
          any representation or warranty made or deemed made by or on behalf of the
          Borrower, the Limited Partner or any Subsidiary in or in connection with this
          Agreement or any amendment or modification hereof or waiver hereunder, or in any
          report, certificate, financial statement or other document furnished pursuant to
          or in connection with this Agreement or any amendment or modification hereof or
          waiver hereunder, shall prove to have been incorrect in any material respect
          when made or deemed made and such materiality is continuing;

(d)   
          the Borrower shall fail to observe or perform any covenant, condition or
          agreement contained in Section 5.02, 5.03 (with respect to the Borrowers
          existence) or 5.08 or in Article VI;

(e)   
          the Borrower shall fail to observe or perform any covenant, condition or
          agreement contained in this Agreement (other than those specified in clause (a),
          (b) or (d) of this Article), and such failure shall continue unremedied for a
          period of 30 days after written notice thereof from the Administrative Agent to
          the Borrower (which notice will be given at the request of any Lender);

(f)   
          the Borrower or any Material Subsidiary (other than Project Finance
          Subsidiaries) shall fail to make any payment (whether of principal or interest
          and regardless of amount) in respect of any Material Indebtedness, when and as
          the same shall become due and payable subject to applicable grace periods;

(g)   
          the Borrower or any of its Material Subsidiaries (other than Project Finance
          Subsidiaries) shall (i) fail to pay any principal of or premium or interest on
          any Material Indebtedness of the Borrower or such Material Subsidiary (as the
          case may be), when the same becomes due and payable (whether by scheduled
          maturity, required prepayment, acceleration, demand or otherwise), and such
          failure shall continue after the applicable grace period, if any, specified in
          the agreement or instrument relating to such Material Indebtedness; or (ii)
          default in the observance or performance of any covenant or obligation contained
          in any agreement or instrument

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relating to any such Material Indebtedness that
          in substance is customarily considered a default in loan documents (in each
          case, other than a failure to pay specified in clause (i) of this subsection
          (g)) and such default shall continue after the applicable grace period, if any,
          specified in such agreement or instrument, if the effect thereof is to
          accelerate the maturity of such Material Indebtedness or require such Material
          Indebtedness to be prepaid prior to the stated maturity thereof; for the
          avoidance of doubt the parties acknowledge and agree that any payment required
          to be made under a guaranty of payment or collection described in clause (c) of
          the definition of Indebtedness shall be due and payable at the time such payment
          is due and payable under the terms of such guaranty (taking into account any
          applicable grace period) and such payment shall be deemed not to have been
          accelerated or required to be prepaid prior to its stated maturity as a result
          of the obligation guaranteed having become due;

(h)   
          an involuntary proceeding shall be commenced or an involuntary petition shall be
          filed seeking (i) liquidation, reorganization or other relief in respect of the
          Borrower or any Material Subsidiary (other than Project Finance Subsidiaries) or
          its debts, or of a substantial part of its assets, under any Federal, state or
          foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
          effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
          conservator or similar official for the Borrower or any Material Subsidiary
          (other than Project Finance Subsidiaries) or for a substantial part of its
          assets, and, in any such case, such proceeding or petition shall continue
          undismissed for 60 days or an order or decree approving or ordering any of the
          foregoing shall be entered;

(i)   
          the Borrower or any Material Subsidiary (other than Project Finance
          Subsidiaries) shall (i) voluntarily commence any proceeding or file any petition
          seeking liquidation, reorganization or other relief under any Federal, state or
          foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
          effect, (ii) consent to the institution of, or fail to contest in a timely and
          appropriate manner, any proceeding or petition described in clause (h) of this
          Article, (iii) apply for or consent to the appointment of a receiver, trustee,
          custodian, sequestrator, conservator or similar official for the Borrower or any
          Material Subsidiary (other than Project Finance Subsidiaries) or for a
          substantial part of its assets, (iv) file an answer admitting the material
          allegations of a petition filed against it in any such proceeding, (v) make a
          general assignment for the benefit of creditors or (vi) take any action for the
          purpose of effecting any of the foregoing;

(j)   
          the Borrower or any Material Subsidiary (other than Project Finance
          Subsidiaries) shall become unable, admit in writing its inability or fail
          generally to pay its debts as they become due;

(k)   
          one or more judgments for the payment of money in an aggregate uninsured amount
          equal to or greater than $25,000,000 shall be rendered against the Borrower, any
          Material Subsidiary (other than Project Finance Subsidiaries) or any combination
          thereof and the same shall remain undischarged for a period of 30 consecutive
          days during which execution shall not be effectively stayed, or any action shall
          be legally taken by a judgment creditor to attach or levy upon any assets of the
          Borrower or any such Material Subsidiary to enforce any such judgment;

(l)   
          an ERISA Event shall have occurred that, when taken together with all other
          ERISA Events that have occurred, could reasonably be expected to result in
          liability of the Borrower and its

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Subsidiaries in an aggregate amount exceeding
          (i) $5,000,000 in any year or (ii) $10,000,000 for all periods;

(m)   
          the Limited Partner takes, suffers or permits to exist any of the events or
          conditions referred to in clauses (h), (i), (j) or (k) of this Article or if the
          section of the Guaranty Agreement that contains the payment obligation shall for
          any reason cease to be valid and binding on the Limited Partner or if the
          Limited partner shall so state in writing;

(n)   
          the General Partner takes, suffers or permits to exist any of the events or
          conditions referred to in clauses (h), (i) or (j) of this Article;

(o)   
          a Change in Control shall occur; or

(p)   
          an Event of Default has occurred which is continuing under the
          Multi-Year Credit Facility;

then, and in every such event (other
than an event with respect to the Borrower described in clause (h) or (i) of this
Article), and at any time thereafter during the continuance of such event, the
Administrative Agent at the request of the Required Lenders shall, by notice to the
Borrower, take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate immediately,
and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in
which case any principal not so declared to be due and payable may thereafter be declared
to be due and payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the
Borrower; and in case of any event with respect to the Borrower described in clause (h) or
(i) of this Article, the Commitments shall automatically terminate and the principal of
the Loans then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by the Borrower.

ARTICLE VIII 
The Administrative Agent

Each
of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and
authorizes the Administrative Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Administrative Agent by the terms hereof, together
with such actions and powers as are reasonably incidental thereto.

The
bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it
were not the Administrative Agent, and such bank and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Borrower or any
Subsidiary or other Affiliate thereof as if it were not the Administrative Agent
hereunder.

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The
Administrative Agent shall not have any duties or obligations except those expressly set
forth herein. Without limiting the generality of the foregoing, (a) the Administrative
Agent shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the Administrative
Agent is required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in
Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent
shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Subsidiaries that is communicated
to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable to the Lenders for any action taken
or not taken by it with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 9.02) or in the absence of its own gross negligence or wilful
misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or representation made
in or in connection with this Agreement, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth
herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement
or any other agreement, instrument or document, or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

The
Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document
or other writing believed by it to be genuine and to have been signed or sent by the
proper Person. The Administrative Agent also may rely upon any statement made to it orally
or by telephone and believed by it to be made by the proper Person, and shall not incur
any liability for relying thereon. The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts selected
by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

The
Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Related Parties. The exculpatory
provisions of the preceding paragraphs shall apply to any such sub-agent and to the
Related Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit facilities
provided for herein as well as activities as Administrative Agent.

Subject
to the appointment and acceptance of a successor Administrative Agent as provided in this
paragraph, the Administrative Agent may resign at any time by notifying the Lenders and
the Borrower. Upon any such resignation, the Required Lenders shall have the right, with
the

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Borrowers approval (which will not be unreasonably withheld), to appoint a
successor. If no successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation, then the retiring Administrative Agent may, with the
Borrowers approval (which will not be unreasonably withheld or delayed, and the
Borrowers approval shall not be required if an Event of Default has occurred which
is continuing), on behalf of the Lenders, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any such bank and
such bank, or its Affiliate, as applicable, shall have capital and surplus equal to or
greater than $500,000,000. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the Borrower
and such successor. After the Administrative Agents resignation hereunder, the
provisions of this Article and Section 9.03 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was acting as
Administrative Agent.

Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any related
agreement or any document furnished hereunder or thereunder.

ARTICLE IX 
Miscellaneous

SECTION
9.01.   Notices. Except in the case of notices and other communications expressly
permitted to be given by telephone, all notices and other communications provided for
herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:

(a)   
          if to the Borrower, to it at 2727 North Loop West, 7th Floor,
          Houston, Texas 77008 (for delivery), Attention of Treasurer; P. O. Box 4324,
          Houston Texas 77210 (for mail) (Telecopy No. 713/803-8200);

(b)   
          if to the Administrative Agent, to Wachovia Bank, National Association, 201
          South College Street, CP23, Charlotte, North Carolina 28288-0608, Attention of
          Syndication Agency Services (Telecopy No. 704/383-0288), with a copy to Wachovia
          Securities, Inc., 1001 Fannin, Suite 2255, Houston, Texas 77002, Attention of
          Russell T. Clingman (Telecopy No. 713/650-6354); and

(c)   
          if to any other Lender, to it at its address (or telecopy number) set forth in
          its Administrative Questionnaire.

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Any party hereto may change its
address or telecopy number for notices and other communications hereunder by notice to the
other parties hereto. All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been given on the
date of receipt.

SECTION
9.02.   Waivers; Amendments. (a) No failure or delay by the Administrative Agent or
any Lender in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of
any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the making of a
Loan shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such Default at the
time.

(b)   
          Neither this Agreement nor any provision hereof may be waived, amended or
          modified except pursuant to an agreement or agreements in writing entered into
          by the Borrower and the Required Lenders or by the Borrower and the
          Administrative Agent with the consent of the Required Lenders; provided
          that no such agreement shall (i) increase or extend the Commitment of any
          Lender without the written consent of such Lender, except as provided in Section
          2.01(c), (ii) reduce the principal amount of any Loan or reduce the rate of
          interest thereon, or reduce any fees payable hereunder, without the written
          consent of each Lender affected thereby, (iii) postpone the scheduled date of
          payment of the principal amount of any Loan or any interest thereon, or any fees
          payable hereunder, or reduce the amount of, waive or excuse any such payment, or
          postpone the scheduled date of expiration of any Commitment, without the written
          consent of each Lender affected thereby, (iv) change Section 2.18(b) or (c) in a
          manner that would alter the pro rata sharing of payments required thereby,
          without the written consent of each Lender, (v) release the Limited Partner from
          any of its obligations under the Guaranty Agreement without the written consent
          of each Lender, or (vi) change any of the provisions of this Section or the
          definition of Required Lenders or any other provision hereof
          specifying the number or percentage of Lenders required to waive, amend or
          modify any rights hereunder or make any determination or grant any consent
          hereunder, without the written consent of each Lender; provided
          further that no such agreement shall amend, modify or otherwise
          affect the rights or duties of the Administrative Agent without the prior
          written consent of the Administrative Agent.

SECTION
9.03.   Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of one law firm, as counsel for
the Administrative Agent, in connection with the syndication (prior to the date hereof) of
the credit facilities provided for herein, the preparation and administration of this
Agreement or any amendments, modifications or waivers of the provisions hereof (whether or
not the transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses reasonably incurred during the existence of an Event of Default by
the Administrative Agent or any Lender, including the fees, charges and

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disbursements of
any counsel for the Administrative Agent or any Lender, in connection with the enforcement
or protection of its rights in connection with this Agreement, including its rights under
this Section, or in connection with the Loans made, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect of such
Loans.

(b)   
          The Borrower shall indemnify the Administrative Agent and each Lender, and each
          Related Party of any of the foregoing Persons (each such Person being called an
          Indemnitee) against, and hold each Indemnitee harmless from,
          any and all losses, claims, damages, liabilities and related expenses, including
          the fees, charges and disbursements of any counsel for any Indemnitee, incurred
          by or asserted against any Indemnitee arising out of, in connection with, or as
          a result of (i) the execution or delivery of this Agreement or any agreement or
          instrument contemplated hereby, the performance by the parties hereto of their
          respective obligations hereunder or the consummation of the Transactions or any
          other transactions contemplated hereby, (ii) any Loan or the use of the proceeds
          therefrom, (iii) any actual or alleged presence or release of Hazardous
          Materials on or from any property owned or operated by the Borrower or any of
          its Subsidiaries, or any Environmental Liability related in any way to the
          Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
          litigation, investigation or proceeding relating to any of the foregoing,
          whether based on contract, tort or any other theory and regardless of whether
          any Indemnitee is a party thereto; provided that such indemnity shall
          not, as to any Indemnitee, be available (x) to the extent that such losses,
          claims, damages, liabilities or related expenses resulted from the gross
          negligence or wilful misconduct of such Indemnitee or any Related Party of such
          Indemnitee, or (y) in connection with disputes among or between the
          Administrative Agent, Lenders and/or their respective Related Parties.

(c)   
          To the extent that the Borrower fails to pay any amount required to be paid by
          it to the Administrative Agent under paragraph (a) or (b) of this Section, each
          Lender severally agrees to pay to the Administrative Agent such Lenders
          Applicable Percentage (determined as of the time that the applicable
          unreimbursed expense or indemnity payment is sought) of such unpaid amount;
          provided that the unreimbursed expense or indemnified loss, claim,
          damage, liability or related expense, as the case may be, was incurred by or
          asserted against the Administrative Agent in its capacity as such.

(d)   
          To the extent permitted by applicable law, the Borrower shall not assert, and
          hereby waives, any claim against any Indemnitee, on any theory of liability, for
          punitive damages (as opposed to direct or actual damages) arising out of, in
          connection with, or as a result of, this Agreement or any agreement or
          instrument contemplated hereby, the Transactions, any Loan or the use of the
          proceeds thereof.

(e)   
          All amounts due under this Section shall be payable not later than 30 days after
          written demand therefor, and such demand to be in reasonable detail setting
          forth the basis for and method of calculation of such amounts.

SECTION
9.04.   Successors and Assigns. (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such consent
shall be null and void). Nothing in this

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Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby,
the Related Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

(b)   
          Any Lender may assign to one or more assignees all or a portion of its rights
          and obligations under this Agreement (including all or a portion of its
          Commitment and the Loans at the time owing to it); provided that (i)
          except in the case of an assignment to a Lender or an Affiliate of a Lender,
          each of the Borrower and the Administrative Agent must give their prior written
          consent to such assignment (which consent shall not be unreasonably withheld or
          delayed), (ii) except in the case of an assignment to a Lender or an Affiliate
          of a Lender or an assignment of the entire remaining amount of the assigning
          Lenders Commitment, the amount of the Commitment of the assigning Lender
          subject to each such assignment (determined as of the date the Assignment and
          Acceptance with respect to such assignment is delivered to the Administrative
          Agent) shall not be less than $10,000,000 unless each of the Borrower and the
          Administrative Agent otherwise consent, (iii) each partial assignment shall
          result in the assignee retaining a Commitment of not less than $10,000,000 and
          shall be made as an assignment of a proportionate part of all the assigning
          Lenders rights and obligations under this Agreement, (iv) the parties
          (other than the Borrower) to each assignment shall execute and deliver to the
          Administrative Agent an Assignment and Acceptance, together with a processing
          and recordation fee of $3,500, (v) the assignee, if it shall not be a Lender,
          shall deliver to the Administrative Agent an Administrative Questionnaire and
          (vi) no assignment to a Foreign Bank shall be made hereunder unless, at the time
          of such assignment, there is no withholding tax applicable with respect to such
          Foreign Lender for which the Borrower would be or become responsible under
          Section 2.17; and provided further that any consent of the Borrower
          otherwise required under this paragraph shall not be required if an Event of
          Default has occurred and is continuing. Subject to acceptance and recording
          thereof pursuant to paragraph (d) of this Section, from and after the effective
          date specified in each Assignment and Acceptance the assignee thereunder shall
          be a party hereto and, to the extent of the interest assigned by such Assignment
          and Acceptance, have the rights and obligations of a Lender under this
          Agreement, and the assigning Lender thereunder shall, to the extent of the
          interest assigned by such Assignment and Acceptance, be released from its
          obligations under this Agreement (and, in the case of an Assignment and
          Acceptance covering all of the assigning Lenders rights and obligations
          under this Agreement, such Lender shall cease to be a party hereto but shall
          continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03 as
          to matters occurring on or prior to date of assignment). Any assignment or
          transfer by a Lender of rights or obligations under this Agreement that does not
          comply with this paragraph shall be treated for purposes of this Agreement as a
          sale by such Lender of a participation in such rights and obligations in
          accordance with paragraph (e) of this Section.

(c)   
          The Administrative Agent, acting for this purpose as an agent of the Borrower,
          shall maintain at one of its offices in The City of New York, the address of
          which shall be made available to any party to this Agreement upon request; a
          copy of each Assignment and Acceptance delivered to it and a register for the
          recordation of the names and addresses of the Lenders, and the Commitment of,
          and principal amount of the Loans owing to, each Lender pursuant to the terms
          hereof from time to time (the Register). The entries in the Register
          shall be conclusive absent manifest error, and the Borrower, the Administrative
          Agent and the Lenders may treat each Person whose name is recorded in the
          Register pursuant to the terms hereof as a Lender hereunder for all purposes of
          this

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Agreement, notwithstanding notice to the contrary. The Register shall be
          available for inspection by the Borrower and any Lender, at any reasonable time
          and from time to time upon reasonable prior notice.

(d)   
          Upon its receipt of a duly completed Assignment and Acceptance executed by an
          assigning Lender and an assignee, the assignees completed Administrative
          Questionnaire (unless the assignee shall already be a Lender hereunder), the
          processing and recordation fee referred to in paragraph (b) of this Section and
          any written consent to such assignment required by paragraph (b) of this
          Section, the Administrative Agent shall accept such Assignment and Acceptance
          and record the information contained therein in the Register. No assignment
          shall be effective for purposes of this Agreement unless it has been recorded in
          the Register as provided in this paragraph.

(e)   
          Any Lender may, without the consent of the Borrower or the Administrative Agent,
          sell participations to one or more banks or other entities (a
          Participant) in all or a portion of such Lenders rights
          and obligations under this Agreement (including all or a portion of its
          Commitment and the Loans owing to it); provided that (i) such
          Lenders obligations under this Agreement shall remain unchanged, (ii) such
          Lender shall remain solely responsible to the other parties hereto for the
          performance of such obligations and (iii) the Borrower, the Administrative Agent
          and the other Lenders shall continue to deal solely and directly with such
          Lender in connection with such Lenders rights and obligations under this
          Agreement. Any agreement or instrument pursuant to which a Lender sells such a
          participation shall provide that such Lender shall retain the sole right to
          enforce this Agreement and to approve any amendment, modification or waiver of
          any provision of this Agreement; provided that such agreement or
          instrument may provide that such Lender will not, without the consent of the
          Participant, agree to any amendment, modification or waiver described in the
          first proviso to Section 9.02(b) that affects such Participant.

(f)   
          A Participant shall not be entitled to receive any greater payment under Section
          2.15 or 2.17 than the applicable Lender would have been entitled to receive with
          respect to the participation sold to such Participant, unless the sale of the
          participation to such Participant is made with the Borrowers prior written
          consent. A Participant that would be a Foreign Lender if it were a Lender shall
          not be entitled to the benefits of Section 2.17 unless the Borrower is notified
          of the participation sold to such Participant and such Participant agrees, for
          the benefit of the Borrower, to comply with Section 2.17(e) as though it were a
          Lender and has zero withholding at the time of participation.

(g)   
          Any Lender may at any time pledge or assign a security interest in all or any
          portion of its rights under this Agreement to secure obligations of such Lender
          to a Federal Reserve Bank, and this Section shall not apply to any such pledge
          or assignment of a security interest; provided that no such pledge
          or assignment of a security interest shall release a Lender from any of its
          obligations hereunder or substitute any such pledgee or assignee for such Lender
          as a party hereto.

SECTION
9.05.   Survival. All covenants, agreements, representations and warranties made by
the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of this Agreement and
the making of any Loans, regardless of any investigation made by any such other party or
on its behalf and notwithstanding that

-48-

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the Administrative Agent or any Lender may have had
notice or knowledge of any Default or incorrect representation or warranty at the time any
credit is extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article
VIII shall survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Commitments or the termination of this Agreement or any provision
hereof.

SECTION
9.06.   Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. This Agreement
shall become effective when it shall have been executed by the Administrative Agent and
when the Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and thereafter shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

SECTION
9.07.   Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.

SECTION
9.08.   Right of Setoff. If an Event of Default shall have occurred and be continuing
and the Required Lenders have directed the Administrative Agent to accelerate under
Article VII, each Lender and each of its Affiliates is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any time held
and other obligations at any time owing by such Lender or Affiliate to or for the credit
or the account of the Borrower against any of and all the obligations of the Borrower now
or hereafter existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are in addition
to other rights and remedies (including other rights of setoff) which such Lender may
have.

SECTION
9.09.   Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of
New York.

(b)   
          The Borrower hereby irrevocably and unconditionally submits, for itself and its
          property, to the nonexclusive jurisdiction of the Supreme Court of the State of
          New York sitting in New York County and of the United States District Court of
          the Southern District of New York, and

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any appellate court from any thereof, in
          any action or proceeding arising out of or relating to this Agreement, or for
          recognition or enforcement of any judgment, and each of the parties hereto
          hereby irrevocably and unconditionally agrees that all claims in respect of any
          such action or proceeding may be heard and determined in such New York State or,
          to the extent permitted by law, in such Federal court. Each of the parties
          hereto agrees that a final judgment in any such action or proceeding shall be
          conclusive and may be enforced in other jurisdictions by suit on the judgment or
          in any other manner provided by law. Nothing in this Agreement shall affect any
          right that the Administrative Agent or any Lender may otherwise have to bring
          any action or proceeding relating to this Agreement against the Borrower or its
          properties in the courts of any jurisdiction.

(c)   
          The Borrower hereby irrevocably and unconditionally waives, to the fullest
          extent it may legally and effectively do so, any objection which it may now or
          hereafter have to the laying of venue of any suit, action or proceeding arising
          out of or relating to this Agreement in any court referred to in paragraph (b)
          of this Section. Each of the parties hereto hereby irrevocably waives, to the
          fullest extent permitted by law, the defense of an inconvenient forum to the
          maintenance of such action or proceeding in any such court.

(d)   
          Each party to this Agreement irrevocably consents to service of process in the
          manner provided for notices in Section 9.01. Nothing in this Agreement will
          affect the right of any party to this Agreement to serve process in any other
          manner permitted by law.

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

SECTION
9.11.   Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION
9.12.   Confidentiality. Each of the Administrative Agent, the Syndication Agent, the
Co-Documentation Agents, and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its and
its Affiliates directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement, (e)

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in
connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available other than as a result
of a breach of this Section or (ii) becomes available to the Administrative Agent,
Syndication Agent, the Co-Documentation Agents or any Lender on a nonconfidential basis
from a source other than the Borrower and its Related Parties. Notwithstanding anything
herein to the contrary, Information shall not include, and the Administrative Agent and
each Lender may disclose without limitation of any kind, any Information with respect to
the tax treatment and tax structure (in each case, within the
meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated
hereby and all materials of any kind (including opinions or other tax analyses) that are
provided to the Administrative Agent or such Lender relating to such tax treatment and tax
structure; provided that with respect to any document or similar item that in
either case contains Information concerning the tax treatment or tax structure of the
transaction as well as other Information, this sentence shall only apply to such portions
of the document or similar item that relate to the tax treatment or tax structure of the
Loans and transactions contemplated hereby. For the purposes of this Section,
Information means all information received from the Borrower relating
to the Borrower or its business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the
Borrower.

SECTION
9.13.   Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to any Loan, together with all fees, charges and
other amounts which are treated as interest on such Loan under applicable law
(collectively the Charges), shall exceed the maximum lawful rate (the
Maximum Rate) which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law, the rate of
interest payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the
interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest
and Charges payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together (to the
extent lawful) with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

SECTION
9.14.   Liability of General Partner. It is hereby understood and agreed that the
General Partner shall have no personal liability, as general partner or otherwise, for the
payment of any amount owing or to be owing hereunder.

SECTION
9.15.   Existing $230,000,000 Credit Facility. The undersigned, to the extent a party
to the Existing $230,000,000 Credit Facility, agree and acknowledge that the Existing
$230,000,000 Credit Facility is hereby terminated and all Revolving Credit Commitments (as
defined in the Existing $230,000,000 Credit Facility) are hereby terminated, and the
undersigned waive any right to receive any notice of such termination and any right to
receive any notice of prepayment of amounts owed under the Existing $230,000,000 Credit
Facility. Each Lender that was a party to the Existing $230,000,000 Credit Facility hereby
agrees to return to the Borrower, with reasonable promptness, any Revolving Credit Note
(as defined in the Existing $230,000,000 Credit

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Facility) delivered by the Borrower to
such Lender, and Administrative Agent agrees to return to the Borrower, with reasonable
promptness, the Guaranty Agreement dated as of November 17, 2000 executed by the Limited
Partner in favor of the Administrative Agent.

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

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[Credit Agreement  Signature Page 1]

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[Credit Agreement  Signature Page 2]

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[Credit Agreement  Signature Page 3]

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[Credit Agreement  Signature Page 4]

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[Credit Agreement  Signature Page 5]

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[Credit Agreement  Signature Page 6]

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[Credit Agreement  Signature Page 7]

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[Credit Agreement  Signature Page 8]

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[Credit Agreement  Signature Page 9]

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[Credit Agreement  Signature Page 10]

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[Credit Agreement  Signature Page 11]

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[Credit Agreement  Signature Page 12]

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[Credit Agreement  Signature Page 13]

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[Credit Agreement  Signature Page 14]

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[Credit Agreement  Signature Page 15]

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[Credit Agreement  Signature Page 16]

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[Credit Agreement  Signature Page 17]

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[Credit Agreement  Signature Page 18]

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[Credit Agreement  Signature Page 19]

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[Credit Agreement  Signature Page 20]

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[Credit Agreement  Signature Page 21]

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[Credit Agreement  Signature Page 22]

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SCHEDULE 2.01 COMMITMENTS

|Lender                                              | Commitment
|--------------------------------------------------- | ----------
|                                                   
|Wachovia Bank, National Association                 |           
|                                                   
|Bank One, NA (Main Office - Chicago)                |           
|                                                   
|Royal Bank of Canada                                |           
|                                                   
|The Bank of Nova Scotia                             |           
|                                                   
|SunTrust Bank                                       |           
|                                                   
|UBS Loan Finance LLC                                |           
|                                                   
|Bayerische Hypo-Und Veriensbank AG, New York Branch |           
|                                                   
|Australia and New Zealand Banking Group Limited     |           
|                                                   
|BMO Nesbitt Burns Financing, Inc.                   |           
|                                                   
|Barclays Bank PLC                                   |           
|                                                   
|BNP Paribas                                         |           
|                                                   
|Citibank, N.A                                       |           
|                                                   
|Fleet National Bank                                 |           
|                                                   
|Lehman Brothers Bank, FSB                           |           
|                                                   
|Mizuho Corporate Bank, Ltd.                         |           
|                                                   
|Bank of Tokyo - Mitsubishi, Ltd.,  Houston Agency   |           
|                                                   
|WestLB AG, New York Branch                          |           
|                                                   
|Den norske Bank ASA                                 |           
|                                                   
|Key Bank National Association                       |           
|                                                   
|Guaranty Bank                                       |           
|                                                   
|Hibernia National Bank                              |           
|                                                    |           
|TOTAL                                               |           



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# Schedule 3.06

# Disclosed Matters

None



---

# Schedule 1.01

# SUBSIDIARIES

|Name of Subsidiary                         | Type of Entity            | Jurisdiction of Formation | Effective Ownership by the Borrower
or a Subsidiary                     | Material
Subsidiary
|------------------------------------------ | ------------------------- | ------------------------- | ----------------------------------------------------------------------- | -------------------
|Acadian Acquisition, LLC                   | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Acadian Consulting LLC                     | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Acadian Gas LLC                            | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | Yes                
|Acadian Gas Pipeline System                | General Partnership       | Texas                     | TXO-Acadian Gas Pipeline, LLC - 50%
MCN-Acadian Gas Pipeline, LLC - 50% | No                 
|Belvieu Environmental Fuels                | General Partnership       |                           | Borrower - 66.66%Third Party - 33.33%                                   | No                 
|Calcasieu Gas Gathering System             | General Partnership       | Texas                     | TXO-Acadian Gas Pipeline, LLC - 50%MCN-Acadian Gas Pipeline, LLC - 50%  | No                 
|Cajun Pipeline Company, LLC                | Limited Liability Company | Texas                     | Borrower - 100%                                                         | No                 
|Chunchula Pipeline Company, LLC            | Limited Liability Company | Texas                     | Borrower - 100%                                                         | No                 
|Cypress Gas Marketing, LLC                 | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Cypress Gas Pipeline, LLC                  | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Deep Gulf Development, LLC                 | Limited Liability Company | Delaware                  | Enterprise Offshore Development, LLC - 90.0%Third Party - 10%           | No                 
|E-Cypress, LLC                             | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|E-Oaktree, LLC                             | Limited Liability Company | Delaware                  | Borrower - 98.0%Third Party - 2.0%                                      | Yes                
|EPOLP 1999 Grantor Trust                   | Trust                     | Texas                     | Borrower - 100%                                                         | No                 
|Enterprise Fractionation LLC               | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Enterprise Gas Liquids LLC                 | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Enterprise Gas Processing LLC, a           | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | Yes                
|Enterprise Lou-Tex NGL Pipeline L.P.       | Limited Partnership       | Texas                     | Borrower - 99.0%HSC Pipeline Partnership L.P. - 1.0%                    | No                 
|Enterprise Lou-Tex Propylene Pipeline L.P. | Limited Partnership       | Texas                     | Borrower - 99%Propylene Pipeline Partnership L.P. - 1.0%                | No                 
|Enterprise NGL Pipelines, LLC              | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Enterprise NGL Private Lines & Storage LLC | Limited Liability Company | Delaware                  | Borrower - 100%                                                         | No                 
|Enterprise Norco LLC                       | Limited Liability Company | Delaware                  | Enterprise Gas Processing, LLC - 100%                                   | No                 
|Enterprise Offshore Development, LLC       | Limited Liability Company | Delaware                  | Moray Pipeline Company, LLC - 100%                                      | No                 

Schedule 1.01  Page 1]

---

|Enterprise Products Texas Operating, L.P. | Limited Partnership       | Texas    | Borrower - 99.0% Enterprise Products Partners L.P. - 1.0%               | Yes
|----------------------------------------- | ------------------------- | -------- | ----------------------------------------------------------------------- | ---
|Enterprise Terminalling L.P.              | Limited Partnership       |          | Borrower - 99.0% Enterprise Gas Liquids LLC 1.0%                        | No 
|Enterprise Terminals & Storage, LLC       | Limited Liability Company | Delaware | Mapletree, LLC - 100%                                                   | No 
|Evangeline Gulf Coast Gas, LLC            | Limited Liability Company | Delaware | Acadian Gas, LLC - 100%                                                 | No 
|Grande Isle Pipeline LLC                  | Limited Liability Company | Delaware | Borrower - 100%                                                         | No 
|HSC Pipeline Partnership, L.P.            | Limited Partnership       | Texas    | Borrower - 99.0% Enterprise Products Partners L.P. - 1.0%               | No 
|MCN Acadian Gas Pipeline, LLC             | Limited Liability Company | Delaware | Acadian Gas, LLC - 100%                                                 | No 
|MCN Pelican Interstate Gas, LLC           | Limited Liability Company | Delaware | Acadian Gas, LLC - 100%                                                 | No 
|MCN Pelican Transmission LLC              | Limited Liability Company | Delaware | Borrower - 100%                                                         | No 
|Mapletree, LLC                            | Limited Liability Company | Delaware | Borrower - 98.0% Third Party - 2.0%                                     | Yes
|Mid-America Pipeline Company, LLC         | Limited Liability Company | Delaware | Mapletree, LLC - 100%                                                   | Yes
|Moray Pipeline Company, LLC               | Limited Liability Company | Delaware | Borrower - 100%                                                         | No 
|Neches Pipeline System                    | General Partnership       | Texas    | TXO-Acadian Gas Pipeline, LLC - 50% MCN-Acadian Gas Pipeline, LLC - 50% | No 
|Norco-Tends Pipeline, LLC                 | Limited Liability Company | Delaware | Enterprise NGL Private Lines & Storage, LLC - 100%                      |    
|Olefins Terminal Corporation              | Corporation               | Delaware | Borrower - 50% Third Party - 50%                                        | No 
|Ponchatrain Natural Gas System            | General Partnership       | Texas    | TXO-Acadian Gas Pipeline, LLC - 50% MCN-Acadian Gas Pipeline, LLC - 50% | No 
|Port Neches GP, LLC                       | Limited Liability Company |          | Borrower - 100%                                                         | No 
|Port Neches Pipeline L.P.                 | Limited Partnership       |          | Borrower - 99.0% Port Neches GP, LLC - 1.0%                             | No 
|Propylene Pipeline Partnership, L.P.      | Limited Partnership       | Texas    | Borrower - 99.0% Enterprise Products Partners L.P. - 1.0%               | No 
|Sabine Propylene Pipeline L.P.            | Limited Partnership       | Texas    | Borrower - 99% Propylene Pipeline Partnership L.P. - 1%                 | No 
|Sailfish Pipeline Company, LLC            | Limited Liability Company | Delaware | Borrower - 100%                                                         | No 
|Seminole Pipeline Company                 | Corporation               | Delaware | E-Oaktree - 80.0% Third Parties - 20%                                   | Yes
|Sorrento Pipeline Company, LLC            | Limited Liability Company | Texas    | Borrower - 100%                                                         | No 
|TXO-Acadian Gas Pipleine, LLC             | Limited Liability Company | Delaware | Borrower - 100%                                                         | No 

Schedule 1.01  Page 2]

---

|Tejas-Magnolia Energy, LLC     | Limited Liability Company | Delaware | Ponchatrain Natural Gas System - 96.6%MCN-Pelican Interstate Gas, LLC - 3.4% | No
|------------------------------ | ------------------------- | -------- | ---------------------------------------------------------------------------- | --
|Wilprise Pipeline Company, LLC | Limited Liability Company | Delaware | Borrower - 74.7%                                                             | No
|Venice Pipeline LLC            | Limited Liability Company | Delaware | Borrower - 100%                                                              | No

Schedule 1.01  Page 3]

---

# Schedule 6.01

# Existing Indebtedness
of Subsidiaries

Note Agreement dated as of December
1, 1993, by and between Seminole Pipeline Company and the Purchasers named therein; Re:
$75,000,000 6.67% Senior Notes Due December 1, 2005



---

# Schedule 6.06

# Restrictive Agreements

None



---

EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference
is made to the 364-Day Revolving Credit Agreement dated as of October 30, 2003 (as amended
and in effect on the date hereof, the Credit Agreement), among Enterprise
Products Operating L.P., the Lenders named therein and Wachovia Bank, National
Association, as Administrative Agent for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meanings.

The
Assignor named herein sells and assigns, without recourse, to the Assignee named herein,
and the Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth herein, the interests set forth herein (the
Assigned Interest) in the Assignors rights and obligations under the
Credit Agreement, including, without limitation, the interests set forth herein in the
Commitment of the Assignor on the Assignment Date and Loans owing to the Assignor which
are outstanding on the Assignment Date, held by the Assignor on the Assignment Date, but
excluding accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after the
Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the
Assigned Interest, relinquish its rights and be released from its obligations under the
Credit Agreement.

This
Assignment and Acceptance is being delivered to the Administrative Agent together with (i)
if the Assignee is a Foreign Lender, any documentation required to be delivered by the
Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed
by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit
Agreement, an Administrative Questionnaire in the form supplied by the Administrative
Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable
to the Administrative Agent pursuant to Section 9.04(b) of the Credit Agreement.

This
Assignment and Acceptance shall be governed by and construed in accordance with the laws
of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignees Address
for Notices:

Effective Date of
Assignment(Assignment Date):

A-1

---

|Facility             | Principal Amount Assigned | Percentage Assigned of Facility/Commitment (set
forth, to at least 8 decimals, as a percentage of
the Facility and the aggregate Commitments of all Lenders thereunder)
|-------------------- | ------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Commitment Assigned: | $                         | %                                                                                                                                                                      
|Loans:               |                           |                                                                                                                                                                        

The terms set forth above are hereby agreed to:

|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

A-2

---

The undersigned hereby consent to the within assignment:

|                                   |                              |                                      |     |  |        | 
|---------------------------------- | ---------------------------- | ------------------------------------ | --- |  | ------ | 
|Enterprise Products Operating L.P. |                              | Wachovia Bank, National Association,
|                                   |                              | as Administrative Agent             
|By:                                | Enterprise Products GP, LLC, |                                     
|                                   | General Partner              |                                     
|                                  
|                                  
|By:                                |                              |                                      | By: | 
|                                   | Name:                        |                                      |     |  | Name:  | 
|                                   | Title:                       |                                      |     |  | Title: | 

A-3

---

EXHIBIT B

# FORM OF BORROWING REQUEST

Dated __________

Wachovia Bank, National Association,
   as Administrative Agent
One Wachovia Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0608
Attn: Syndication Agency Services

Ladies and Gentlemen:

This
Borrowing Request is delivered to you by Enterprise Products Operating L.P. (the
Borrower), a Delaware limited partnership, under Section 2.03 of the 364-Day
Revolving Credit Agreement dated as of October 30, 2003 (as restated, amended, modified,
supplemented and in effect, the Credit Agreement), by and among the Borrower,
the Lenders party thereto, Wachovia Bank, National Association, as Administrative Agent,
Bank One, NA, as Syndication Agent, and Royal Bank of Canada, The Bank of Nova Scotia and
SunTrust Bank, as Co-Documentation Agents.

1.    
          The Company hereby requests that the Lenders make a Loan or Loans in the
          aggregate principal amount of $______________ (the Revolving Loan or
          the Revolving Loans).1/

2.    
          The Company hereby requests that the Revolving Loan or Revolving Loans be made
          on the following Business Day: 2/

3.    
          The Company hereby requests that the Revolving Loan or Revolving Loans bear
          interest at the following interest rate, plus(if Eurodollar Loan) the
          Applicable Margin, as set forth below:

|Type of
Revolving Loan | Principal
Component of
Revolving Loan | Interest
Rate | Interest Period
(if applicable) | Maturity Date for
Interest Period
(if applicable)
|---------------------- | ------------------------------------- | ------------- | ------------------------------- | -------------------------------------------------
|                       |                                       |               |                                 |                                                  
|                       |                                       |               |                                 |                                                  

|   |                                                                                      
|-- | -------------------------------------------------------------------------------------
|1. | Complete with an amount in accordance with Section 2.03 of the Credit Agreement.     
|  
|2. | Complete with a Business Day in accordance with Section 2.03 of the Credit Agreement.

B-1

---

|Type of
Revolving Loan | Principal
Component of
Revolving Loan | Interest
Rate | Interest Period
(if applicable) | Maturity Date for
Interest Period
(if applicable)
|---------------------- | ------------------------------------- | ------------- | ------------------------------- | -------------------------------------------------
|                       |                                       |               |                                 |                                                  
|                       |                                       |               |                                 |                                                  

4.    
          The Company hereby requests that the funds from the Revolving Loan or Revolving
          Loans be disbursed to the following bank account:
          ______________________________.

5.    
          After giving effect to the requested Revolving Loan, the sum of the Exposures
          outstanding as of the date hereof (including the requested Loans) does not
          exceed the maximum amount permitted to be outstanding pursuant to the terms of
          the Credit Agreement.

6.    
          All of the conditions applicable to the Revolving Loans requested herein as set
          forth in the Credit Agreement have been satisfied as of the date hereof and will
          remain satisfied to the date of such Loans.

7.    
          All capitalized undefined terms used herein have the meanings assigned thereto
          in the Credit Agreement.

IN
WITNESS WHEREOF, the undersigned have executed this Borrowing Request this _____ day of
_______________, ______.

|
|
|
|
|
|
|
|

B-2

---

EXHIBIT C

INTENTIONALLY OMITTED

C-1

---

EXHIBIT D

FORM OF INTEREST ELECTION REQUEST

Dated _____________

Wachovia Bank, National Association,
   as Administrative Agent
One Wachovia Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0608
Attn: Syndication Agency Services

Ladies and Gentlemen:

This
irrevocable Interest Election Request (the Request) is delivered to you under
Section 2.08 of the 364-Day Revolving Credit Agreement dated as of October 30, 2003 (as
restated, amended, modified, supplemented and in effect from time to time, the
Credit Agreement), by and among Enterprise Products Operating L.P., a Delaware
limited partnership (the Company), the Lenders party thereto (the
Lenders), Wachovia Bank, National Association, as Administrative Agent, Bank
One, NA, as Syndication Agent, and Royal Bank of Canada, The Bank of Nova Scotia and
SunTrust Bank, as Co-Documentation Agents.

1.    
          This Interest Election Request is submitted for the purpose of:

(a)    
          [Converting] [Continuing] a ____________ Loan [into] [as] a ____________
          Loan.1/

(b)    
          The aggregate outstanding principal balance of such Loan is $______________.

(c)    
          The last day of the current Interest Period for such Loan is
          _____________.2/

(d)    
          The principal amount of such Loan to be [converted] [continued] is
          $_____________.3/

|   |                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------
|1. | Delete the bracketed language and insert Alternate Base Rate
or LIBO Rate, as applicable, in each blank.
|  
|2. | Insert applicable date for any Eurodollar Loan being converted or continued.                                
|  
|3. | Complete with an amount in compliance with Section 2.08 of the Credit Agreement.                            

D-1

---

(e)    
          The requested effective date of the [conversion] [continuation] of such Loan is
          _______________.4/

|   |                                                                                      
|-- | -------------------------------------------------------------------------------------
|4. | Complete with a Business Day in compliance with Section 2.08 of the Credit Agreement.

D-2

---

(f)    
               The requested Interest Period applicable to the [converted] [continued] Loan is
               ____________________.5/

2.    
               With respect to a Borrowing to be converted to or continued as a Eurodollar
               Borrowing, no Event of Default exists, and none will exist upon the conversion
               or continuation of the Borrowing requested herein.

3.    
               All capitalized undefined terms used herein have the meanings assigned thereto
               in the Credit Agreement.

IN
WITNESS WHEREOF, the undersigned has executed this Interest Election Request this _____
day of ___________________, ____.

|
|
|
|
|
|
|
|

|   |                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------
|5. | Complete for each Eurodollar Loan in compliance
with the definition of the term Interest Period specified in Section 1.01.

D-3

---

EXHIBIT E

FORM OF
OPINION OF BRACEWELL & PATTERSON LLP,
 COUNSEL FOR THE BORROWER AND THE LIMITED PARTNER

October 30, 2003

To each of the Lenders and the Agents 
party to the Credit Agreement described herein

Ladies and Gentlemen:

We have acted as counsel to
Enterprise Products Operating L.P., a Delaware limited partnership (the
Borrower), and Enterprise Products Partners L.P. (the Limited
Partner) in connection with the 364-Day Revolving Credit Agreement dated as of
October 30, 2003 (the Credit Agreement) among the Borrower, the financial
institutions party thereto as lenders (the Lenders), Wachovia Bank, National
Association, as Administrative Agent, Bank One, NA, as Syndication Agent, and Royal Bank
of Canada, The Bank of Nova Scotia and SunTrust Bank, as Co-Documentation Agents (such
Administrative Agent, such Syndication Agent and such Documentation Agents herein
collectively called the Agents). This opinion is the opinion referred to in
Section 4.01(b) of the Credit Agreement. Capitalized terms used herein and defined in the
Credit Agreement but not defined herein are used herein as therein defined.

In connection with this opinion, we
have examined copies of the following documents (the Opinion Documents):

| | (i) | a
counterpart of the Credit Agreement executed by the Borrower;
| | --- | ---------------------------------------------------------------

| | (ii) | Notes
dated October 30, 2003, each executed by the Borrower and payable to the
          Lenders (the Notes); and
| | ---- | -------------------------------------------------------------------------------------------------------------------

| | (iii) | Guaranty
Agreement dated as of October 30, 2003 (the Guaranty Agreement)
executed by the Limited Partner in favor of Administrative Agent.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------

The Opinion Documents described in
(i) and (ii) above are collectively herein called the Borrower Documents. The
Borrower and the Limited Partner are collectively herein called the Opinion
Parties, and each, an Opinion Party.

The term Applicable Law
means the Limited Partnership Act of the State of Delaware and those laws, rules and
regulations of the State of New York, the State of Texas and the United States of America
which in our experience are normally applicable to transactions of the type provided for
in the Opinion Documents.

We have also examined originals or
copies of such records and documents as we have deemed necessary and relevant for purposes
of this opinion. In addition, we have relied on certificates or comparable documents of an
officer, member or other representative of each Opinion Party as to certain matters of
fact relating to this opinion and have made such investigations of law as we have deemed
necessary and relevant as a basis for this opinion. We have assumed (a) the

E-1

---

October 30, 2003  Page 2

genuineness of
all signatures (including, without limitation, those of the Opinion Parties), (b) the
authenticity of all documents and records submitted to us as originals, (c) the conformity
to original documents and records of all documents and records submitted to us as copies,
and (d) the truthfulness of all statements of fact contained therein.

Based on the foregoing and subject to
the limitations and assumptions set forth in this opinion, and having due regard for such
legal considerations as we deem relevant, we are of the opinion that::

| | 1. | Each
of the Borrower and the Limited Partner is a limited partnership duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the limited partnership power and authority to (i) own or
lease the property which it owns or leases, (ii) conduct the business in which
it is currently engaged and (iii) execute, deliver and perform the Opinion
Documents to which it is a party in accordance with the terms and provisions
thereof.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Each
Opinion Party has taken all necessary limited partnership action to  authorize
the execution, delivery and performance of the Opinion Documents to  which it is
a party, including without limitation, in the case of the Borrower,  the
authority to authorize the borrowings under the Credit Agreement.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Each
of the Opinion Documents has been duly executed and delivered by each Opinion
Party that is party thereto.
| | -- | ---------------------------------------------------------------------------------------------------------------

| | 4. | Each
of the Opinion Documents constitutes a legal, valid and binding obligation of
each Opinion Party that is a party thereto, enforceable against such Opinion
Party in accordance with its terms.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | (a)    
The execution, delivery and performance by the Borrower of the Borrower
Documents in accordance with the terms thereof will not (i) violate any
provision of the limited partnership agreement of the Borrower, (ii) violate
any Applicable Law or, to our knowledge after due inquiry, any order of any
Governmental Authority under Applicable Law to which the Borrower is subject,
or (iii) to our knowledge after due inquiry, violate or result in a default
under any agreement binding upon the Borrower that is material to the business
of the Borrower.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The
execution, delivery and performance by the Limited Partner of the Guaranty
Agreement in accordance with the terms thereof will not (i) violate any
provision of the limited partnership agreement of the Limited Partner, (ii)
violate any Applicable Law or, to our knowledge after due inquiry, any order of
any Governmental Authority under Applicable Law to which the Limited Partner is
subject, or (iii) to our knowledge after due inquiry, violate or result in a
default under any agreement binding upon the Limited Partner that is material
to the business of the Limited Partner.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E-2

---

October 30, 2003  Page 3

| | 6. | (a)    
There are no approvals or consents of any Governmental Authority under
          Applicable Law which have not been obtained that are required on or prior to
the           date hereof in connection with (i) the participation by the Borrower in the
          transactions contemplated by the Borrower Documents, or (ii) the execution,
          delivery and performance by the Borrower of the Borrower Documents.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | There
are no approvals or consents of any Governmental Authority under           Applicable Law
which have not been obtained that are required on or prior to the           date hereof
in connection with (i) the participation by the Limited Partner in           the
transaction contemplated by the Guaranty Agreement, or (ii) the execution,
          delivery and performance by the Limited Partner of the Guaranty Agreement.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7. | (a)    
To our knowledge after due inquiry, no litigation, investigation or           proceeding
of or before any arbitrator or Governmental Authority is pending           against the
Borrower (i) with respect to any of the Opinion Documents or (ii)           which, if
adversely determined, could reasonably be expected, individually or in           the
aggregate, to have a Material Adverse Effect.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | To
our knowledge after due inquiry, no litigation, investigation or proceeding           of
or before any arbitrator or Governmental Authority is pending against the
          Limited Partner (i) with respect to any of the Opinion Documents or (ii) which,
          if adversely determined, could reasonably be expected, individually or in the
          aggregate, to have a Material Adverse Effect.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8. | To
our knowledge after due inquiry, no Opinion Party is an investment           company,
or a company controlled by an investment           company,
within the meaning of the Investment Company Act of 1940, as           amended.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 9. | Except
for instances covered by Section 35.51(e) or Section 35.51(f) of the           Texas
Business and Commerce Code, the courts of the State of Texas, and the           courts of
the United States of America sitting in the State of Texas, would,           assuming
that the applicable issues were properly brought before such courts and           such
courts were to apply existing Texas law, enforce any provision contained in           any
Opinion Document that provides that the law of the State of New York shall
          govern the interpretation or construction of such Opinion Document.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10. | Provided
that the proceeds of the Loans are used in accordance with the           provisions of
the Credit Agreement, the making of the initial Loans on the           Effective Date and
the application of the proceeds thereof by the Borrower do           not violate
Regulation U or X of the Board of Governors of the Federal Reserve           System.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E-3

---

October 30, 2003  Page 4

The
foregoing opinion is, with your concurrence, predicated on and qualified in its entirety
by the following:

| | (a) | The
foregoing opinion is based on and is limited to the law of the State of New
          York, the law of the State of Texas, the Limited Partnership Act of the State
of           Delaware, and applicable federal law of the United States. We render no
opinion           with respect to the law of any other jurisdiction.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | The
opinions set forth above that are stated To our knowledge after due
          inquiry or to our knowledge after due inquiry refer to the
          actual knowledge of those lawyers in our firm who have represented any of the
          Opinion Parties in connection with the transactions contemplated by the Opinion
          Documents or material litigation, and in giving such opinions, we have relied
          exclusively on one or more certificates delivered to us by an officer, member
or           other representative of an Opinion Party. We have made no independent
          investigation as to the existence or non-existence of the matters set forth in
          such certificates.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | The
opinions set forth in paragraph 1 above as to the organization, existence           and
good standing of the Opinion Parties are based solely on our review of
          certificates of public officials of the States of Delaware dated as of various
          dates in October, 2003.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Our
opinions are (i) subject to the effect of applicable bankruptcy, insolvency,
          reorganization, moratorium, fraudulent conveyance, preference, liquidation,
          conservatorship or other similar law affecting creditors rights
generally,           and such duties and standards as are or may be imposed on creditors
(including,           without limitation, good faith, materiality, reasonableness and
fair dealing)           under any applicable law or judicial decision, and (ii) subject
to general           principles of equity and public policy, and we express no opinion as
to the           availability of specific performance, injunctive relief or any other
equitable           remedy.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | We
express no opinion as to the legality, validity, binding effect or
          enforceability of any provision in the Opinion Documents (i) purporting to
          restrict access to courts or to legal or equitable remedies; (ii) purporting to
          establish evidentiary standards; (iii) purporting to grant a right of set-off
of           moneys, securities and other properties of a Person other than the Person
          granting such right; (iv) providing for rights of contribution;           (v) purporting
to indemnify, defend or hold harmless any Person (A) in           conflict with
principles of public policy, or (B) to the extent precluded by           federal or state
securities laws, (vi) purporting to indemnify or exculpate any           Person from the
consequences of its own negligence or strict liability or for           illegality or
violation of laws; (vii) purporting to affect any right to trial           by jury, venue
or jurisdiction; or (viii) pertaining to subrogation rights,           delay or omission
of enforcement of rights or remedies, severability or           marshaling of assets.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E-4

---

October 30, 2003  Page 5

| | (f) | We
express no opinion as to the legality, validity, binding effect or enforceability of any
waiver (or any provision that has the effect of a waiver) under the Opinion Documents, or
any consent (or any provision that has the effect of a consent) thereunder, relating to
the rights of any party, or duties owing to them, which exist as a matter of law, except
to the extent such party may legally so waive or consent and has so waived and consented.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g) | We
have assumed, as to each Person (other than the Opinion Parties) shown as being a party
to any of the Opinion Documents, (i) that such Person is duly organized, validly existing
and in good standing under the laws of the jurisdiction in which it is organized, (ii)
that each of the Opinion Documents to which such Person is shown as a party has been duly
authorized, executed and delivered by such Person, (iii) that such Person has the
requisite power and authority to execute, deliver and perform its obligations under the
Opinion Documents and will perform such obligations in compliance with all laws and
regulations applicable to it, (iv) that there are neither suits, actions or proceedings
pending against such Person nor judicial or administrative orders, judgments, or decrees
binding on such Person that affect the legality, validity, binding effect or
enforceability of the Opinion Documents to which such Person is a party, (v) that no
consent, license, approval or authorization of, or filing or registration with, any
governmental authority is required for the valid execution, delivery and performance of
the Opinion Documents, and (vi) that the execution, delivery and performance of the
Opinion Documents by such Person do not violate (1) any provision of any law or
regulation, (2) any order, judgment, writ, injunction, award or decree of any court,
arbitrator, or governmental authority, (3) the charter of bylaws of such Person, or (4)
any indenture, lease or other agreement to which such Person is a party or by which such
Person or any of its assets is bound. Furthermore, we have assumed as to each Person
(other than the Opinion Parties) that each of the Opinion Documents to which such Person
is shown as a party constitutes the legal, valid and binding obligation of such Person
enforceable against such Person in accordance with its terms, subject to the type of
qualifications regarding enforceability as are set forth in this opinion. We have also
assumed that each Lender will make each Loan for its own account in the ordinary course
of its commercial lending business and not with a view to, or for sale in connection
with, any distribution of the Notes and that no Lender is participating in any such
distribution.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | We
have assumed that the Agents and the Lenders will comply with each usury savings clause
in the Opinion Documents and that neither any of the Agents nor any of the Lenders has
taken, reserved, charged or received interest, or will take, reserve, charge or receive
interest, except as provided in the Opinion Documents. We express no opinion as to the
effect of the law of any jurisdiction other than the State of New York wherein any Lender
or Agent may be located or wherein enforcement of the Opinion Documents may be sought
which limits the rates of interest legally chargeable or collectible.
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E-5

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October 30, 2003  Page 6

| | (i) | The
enforceability of certain of the remedial, waiver and other provisions of the Opinion
Documents is subject to, and may be limited by, applicable federal, state, or local
governmental laws, rules, regulations, or court decisions, but such federal, state, or
local governmental laws, rules, regulations, or court decisions will not, in our opinion,
make the remedies afforded by the Opinion Documents inadequate for the practical
realization of the benefits intended to be provided thereby (with no opinion expressed as
to the economic consequences of any judicial, administrative or other procedural delay
which may be imposed by, relate to or result from such laws, rules, regulations or court
decisions).
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j) | We
express no opinion as to any choice of law provision except as set forth in paragraph 9
above. Furthermore, our opinion is subject to the effect of 12 U.S.C. § 85.
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| | (k) | No
opinion is expressed as to the creation, existence, perfection or priority of any
security interest or lien.
| | --- | ---------------------------------------------------------------------------------------------------------------

| | (l) | This
opinion is given only as of the date hereof, and we have no obligation to report to you
or any other Person any fact or circumstance that may hereafter come to our attention or
any change in law.
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| | (m) | We
express no opinion as to the effect on the opinions herein stated of (A) the compliance
or non-compliance of any party (other than the Opinion Parties) to the Opinion Documents
with any state, federal or other laws or regulations applicable to it, (B) the legal or
regulatory status or the nature of the business of any such party (other than the Opinion
Parties), and (C) the effect of the laws of any jurisdiction in which any Lender is
located (other than the State of New York) that limit the interest, fees or other charges
such Lender may impose.
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| | (n) | Requirements
in the Opinion Documents specifying that provisions thereof may only be waived in writing
may not be legal, valid, binding and enforceable to the extent that an oral agreement or
an implied agreement by trade practice or course of conduct has been created modifying
any provision of such documents.
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| | (o) | We
express no opinion as to (A) any provision in the Opinion Documents with respect to
consent to jurisdiction, (B) any provision in the Opinion Documents with respect to a
waiver of inconvenient forum with respect to proceedings in any court, (C) any provision
in the Opinion Documents purporting to waive rights to notice, or (D) any provision in
the Opinion Documents providing that remedies are cumulative or that decisions by a party
are conclusive.
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E-6

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October 30, 2003  Page 7

This opinion (i) is to be delivered
only to counsel for the Administrative Agent, you and your assignees permitted under the
Opinion Documents, solely in your capacities identified as addressees of this opinion, and
only in connection with the transactions described above, (ii) does not extend to counsel
for the Administrative Agent, you or your assignees when acting in any other capacity or
to any other Person without our prior express written consent, and (iii) may not be
quoted, circulated, or published, in whole or in part, or furnished to any other Person
(other than to independent auditors and attorneys, participants or transferees, regulators
or government agencies, or pursuant to a court order, subpoena or other legal process)
without our prior express written consent.

| | Very truly yours,            
| | -----------------------------
| |                              
| |                              
| |                              
| | Bracewell & Patterson, L.L.P.

E-7

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EXHIBIT F

FORM OF COMPLIANCE
CERTIFICATE

The
undersigned hereby certifies that he is the ____________________________ of ENTERPRISE
PRODUCTS GP, LLC, a Delaware limited liability company, general partner of ENTERPRISE
PRODUCTS OPERATING L.P., a Delaware limited partnership (the Borrower), and
that as such he is authorized to execute this certificate on behalf of the Borrower. With
reference to the 364-Day Revolving Credit Agreement dated as of October 30, 2003 (as
restated, amended, modified, supplemented and in effect from time to time, the
Agreement), among the Borrower, the Syndication Agent, the Co-Documentation
Agents and Wachovia Bank, National Association, as Administrative Agent, for the lenders
(the Lenders), which are or become a party thereto, and such Lenders, the
undersigned represents and warrants as follows (each capitalized term used herein having
the same meaning given to it in the Agreement unless otherwise specified);

| | (a)   
               [There currently does not exist any Default under the Agreement.] [Attached
               hereto is a schedule specifying the details of [a] certain Default[s] which
               exist under the Agreement and the action taken or proposed to be taken with
               respect thereto.]
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)   
               Attached hereto are the detailed computations necessary to determine whether the
               Borrower is in compliance with Sections 6.07(a) and (b) of the Agreement as of
               the end of the [fiscal quarter][fiscal year] ending ________________.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXECUTED
AND DELIVERED this ____ day of _________________, 20__.

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F-1

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EXHIBIT G

FORM OF NOTE
 (364-Day Credit Facility)

|$_____________ | _______, 2003
|-------------- | -------------
|               |              

ENTERPRISE
PRODUCTS OPERATING L.P., a Delaware limited partnership (the Borrower),
for value received, promises and agrees to pay to ______________________________ (the
Lender), or order, at the payment office of WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent, at 301 South College Street, Charlotte, North
Carolina 28288-0608, the principal sum of ______________________________ AND NO/100
DOLLARS ($_____________), or such lesser amount as shall equal the aggregate unpaid
principal amount of the Loans owed to the Lender under the Credit Agreement, as hereafter
defined, in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit Agreement, and to
pay interest on the unpaid principal amount as provided in the Credit Agreement for such
Loans, at such office, in like money and funds, for the period commencing on the date of
each such Loan until such Loan shall be paid in full, at the rates per annum and on the
dates provided in the Credit Agreement.

This
note evidences the Loans owed to the Lender under that certain 364-Day Revolving Credit
Agreement dated as of October 30, 2003, by and among the Borrower, Wachovia Bank, National
Association, individually and as Administrative Agent, Bank One, NA, as individually and
as Syndication Agent, and Royal Bank of Canada, The Bank of Nova Scotia and SunTrust Bank,
individually and as Co-Documentation Agents, and the other financial institutions parties
thereto (including the Lender) (such Credit Agreement, together with all amendments or
supplements thereto, being the Credit Agreement), and shall be governed
by the Credit Agreement. Capitalized terms used in this note and not defined in this note,
but which are defined in the Credit Agreement, have the respective meanings herein as are
assigned to them in the Credit Agreement.

The
Lender is hereby authorized by the Borrower to endorse on Schedule A (or a continuation
thereof) attached to this note, the Type of each Loan owed to the Lender, the amount and
date of each payment or prepayment of principal of each such Loan received by the Lender
and the Interest Periods and interest rates applicable to each Loan, provided that any
failure by the Lender to make any such endorsement shall not affect the obligations of the
Borrower under the Credit Agreement or under this note in respect of such Loans.

This
note may be held by the Lender for the account of its applicable lending office and,
except as otherwise provided in the Credit Agreement, may be transferred from one lending
office of the Lender to another lending office of the Lender from time to time as the
Lender may determine.

Except
only for any notices which are specifically required by the Credit Agreement, the Borrower
and any and all co-makers, endorsers, guarantors and sureties severally waive notice
(including but not limited to notice of intent to accelerate and notice of acceleration,
notice of protest

G-1

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and notice of dishonor), demand, presentment for payment, protest,
diligence in collecting and the filing of suit for the purpose of fixing liability, and
consent that the time of payment hereof may be extended and re-extended from time to time
without notice to any of them. Each such person agrees that his, her or its liability on
or with respect to this note shall not be affected by any release of or change in any
guaranty or security at any time existing or by any failure to perfect or maintain
perfection of any lien against or security interest in any such security or the partial or
complete unenforceability of any guaranty or other surety obligation, in each case in
whole or in part, with or without notice and before or after maturity.

The
Credit Agreement provides for the acceleration of the maturity of this note upon the
occurrence of certain events and for prepayment of Loans upon the terms and conditions
specified therein. Reference is made to the Credit Agreement for all other pertinent
purposes.

This
Note is issued pursuant to and is entitled to the benefits of the Credit Agreement.

It
is hereby understood and agreed that Enterprise Products GP, LLC, the general partner of
the Borrower, shall have no personal liability, as general partner or otherwise, for the
payment of any amount owing or to be owing hereunder.

THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK AND THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.

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G-2

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SCHEDULE A
TO
 NOTE
(364-Day Credit Facility)

This note evidences the Loans owed to
the Lender under the Credit Agreement, in the principal amount set forth below and the
applicable Interest Periods and rates for each such Loan, subject to the payments of
principal set forth below:

SCHEDULE
OF
LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST

|Date |  | Interest
Period |  | Rate |  | Principal
Amount of
Loan |  | Amount of
Principal
Paid or
Prepaid |  | Interest
Paid |  | Balance
of
Loans |  | Notation
Made
by
|---- |  | --------------- |  | ---- |  | ------------------------ |  | ----------------------------------- |  | ------------- |  | ---------------- |  | ----------------
|    
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 
|     |  |                 |  |      |  |                          |  |                                     |  |               |  |                  |  |                 

G-3

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