<PAGE>
                                                                    EXHIBIT 10.2

         FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 23,
1995, as amended and restated through May 16, 2001 (this "Agreement"), among EL
PASO ENERGY PARTNERS, L.P. (formerly known as LEVIATHAN GAS PIPELINE PARTNERS,
L.P.), a Delaware limited partnership (the "Borrower"), EL PASO ENERGY PARTNERS
FINANCE CORPORATION (formerly known as LEVIATHAN FINANCE CORPORATION), a
Delaware corporation (the "Co-Borrower"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Lenders"), CREDIT
LYONNAIS NEW YORK BRANCH and FIRST UNION NATIONAL BANK, as co-syndication agents
for the Lenders hereunder (in such capacity, the "Co-Syndication Agents"), FLEET
NATIONAL BANK and FORTIS CAPITAL CORP., as co-documentation agents for the
Lenders hereunder (in such capacity, the "Co-Documentation Agents"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent
for the Lenders hereunder (in such capacity, the "Administrative Agent").

                                   WITNESSETH:

         WHEREAS, the Borrower, certain of the Lenders and the Administrative
Agent are parties to the Fourth Amended and Restated Credit Agreement, dated as
of March 23, 1995, as amended and restated through June 30, 2000 (and as further
amended prior to the date hereof, the "Existing Credit Agreement");

         WHEREAS, the Borrower has requested that the Existing Credit Agreement
be amended and restated (a) to increase the aggregate Revolving Credit
Commitments from $500,000,000 to $600,000,000, (b) to provide for additional
financial institutions as lenders (the "New Lenders"), (c) to amend certain
covenants and (d) otherwise to amend the Existing Credit Agreement and restate
it in its entirety as more fully set forth herein;

         WHEREAS, the Lenders, the Administrative Agent, the Co-Syndication
Agents and the Co-Documentation Agents are willing so to amend and restate the
Existing Credit Agreement, and the New Lenders are willing to become parties
hereto, but only on the terms and subject to the conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree that on the Closing
Date (as hereinafter defined) the Existing Credit Agreement shall be amended and
restated in its entirety as follows:

                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

         "Acquired Business": as defined in subsection 8.8(e).

         "Administrative Agent": as defined in the introductory paragraph of
this Agreement.

         "Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with, such Person.



                                       1
<PAGE>



For purposes of this definition, "control" of a Person means the power, directly
or indirectly, either to (i) vote 10% or more of the securities having ordinary
voting power for the election of directors of such Person or (ii) direct or
cause the direction of the management and policies of such Person, whether by
contract or otherwise; provided, that any third Person which also beneficially
owns 10% or more of the securities having ordinary voting power for the election
of directors (or similar authority) of a Joint Venture or Subsidiary shall not
be deemed to be an Affiliate of the Borrower and its Subsidiaries or Joint
Ventures merely because of such common ownership.

         "Aggregate Outstanding Revolving Credit Extensions of Credit": as to
any Lender at any time, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Credit Loans made by such Lender then
outstanding and (b) such Lender's Commitment Percentage of the L/C Obligations
then outstanding.

         "Agreement": the Existing Credit Agreement, as amended and restated by
this Agreement, as further amended, supplemented or otherwise modified from time
to time.

         "Alternate Base Rate": for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1%
and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.
For purposes hereof: "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by the Administrative Agent as its prime
rate in effect at its principal office in New York City (each change in the
Prime Rate to be effective on the date such change is publicly announced); "Base
CD Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary
CD Rate and (ii) a fraction, the numerator of which is one and the denominator
of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment
Rate; "Three-Month Secondary CD Rate" shall mean, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day shall not be a Business Day, the next preceding
Business Day) by the Board of Governors of the Federal Reserve System (the
"Board") through the public information telephone line of the Federal Reserve
Bank of New York (which rate will, under the current practices of the Board, be
published in Federal Reserve Statistical Release H.15(519) during the week
following such day), or, if such rate shall not be so reported on such day or
such next preceding Business Day, the average of the secondary market quotations
for three-month certificates of deposit of major money center banks in New York
City received at approximately 10:00 A.M., New York City time, on such day (or,
if such day shall not be a Business Day, on the next preceding Business Day) by
the Administrative Agent from three New York City negotiable certificate of
deposit dealers of recognized standing selected by it; "C/D Assessment Rate"
means for any day as applied to any Revolving Credit Loan, the net annual
assessment rate (rounded upward to the nearest 1/100th of 1%) determined by
Chase to be payable on such day to the Federal Deposit Insurance Corporation or
any successor ("FDIC") for FDIC insuring time deposits made in Dollars at
offices of Chase in the United States; and "Federal Funds Effective Rate" shall
mean, 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 which
is a Business Day, the average of the quotations for the day of such
transactions received by the Administrative Agent from three federal funds



                                       2
<PAGE>



brokers of recognized standing selected by it. If for any reason the
Administrative Agent shall have determined (which determination shall be
conclusive absent manifest error) that it is unable to ascertain the Base CD
Rate or the Federal Funds Effective Rate, or both, for any reason, including the
inability or failure of the Administrative Agent to obtain sufficient quotations
in accordance with the terms thereof, the Alternate Base Rate shall be
determined without regard to clause (b) or (c), or both, of the first sentence
of this definition, as appropriate, until the circumstances giving rise to such
inability no longer exist. Any change in the Alternate Base Rate due to a change
in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate shall be effective on the effective day of such change in the
Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective
Rate, respectively.

         "Alternate Base Rate Loans": Revolving Credit Loans the rate of
interest applicable to which is based upon the Alternate Base Rate.

         "Applicable Margin": for each Type of Revolving Credit Loan and the
Commitment Fee payable pursuant to Section 2.5 at any time, the rate per annum
specified in Annex I attached hereto, which rate is based on the ratio of
Consolidated Total Indebtedness of the Borrower at such time to Consolidated
EBITDA for the most recently ended Calculation Period (the "Leverage Ratio") and
the ratings by Standard & Poor's Ratings Services (or any successor statistical
rating organization) ("S&P"), or Moody's Investors Service, Inc. (or any
successor statistical rating organization) ("Moody's") of the senior, long-term
unsecured debt of the Borrower in effect at the time of such determination. The
Applicable Margin and the Commitment Fee for any date shall be determined by
reference to the Leverage Ratio as of the last day of the fiscal quarter most
recently ended as of such date and for the Calculation Period ended on such last
day, and any change (x) shall become effective upon the delivery to the
Administrative Agent of a certificate of a Responsible Officer of the Borrower
(which certificate may be delivered prior to delivery of the relevant financial
statements or may be incorporated in the certificate delivered pursuant to
subsection 7.2(b)) with respect to the financial statements to be delivered
pursuant to Section 7.1 for the most recently ended fiscal quarter (a) setting
forth in reasonable detail the calculation of the Leverage Ratio at the end of
such fiscal quarter and (b) stating that the signer has reviewed the terms of
this Agreement and other Loan Documents and has made, or caused to be made under
his or her supervision, a review in reasonable detail of the transactions and
condition of the Borrower and the Restricted Subsidiaries during the accounting
period, and that the signer does not have knowledge of the existence as at the
date of such officers' certificate of any Event of Default or Default, and (y)
shall apply (i) in the case of the Alternate Base Rate Loans, to Alternate Base
Rate Loans outstanding on such delivery date or made on and after such delivery
date and (ii) in the case of the Eurodollar Loans, to Eurodollar Loans made on
and after such delivery date. It is understood that the foregoing certificate of
a Responsible Officer shall be permitted to be delivered prior to, but in no
event later than, the time of the actual delivery of the financial statements
required to be delivered pursuant to Section 7.1. Notwithstanding the foregoing,
at any time during which the Borrower has failed to deliver the certificate
referred to above in this definition as required under subsection 7.2(b) with
respect to a fiscal quarter following the date the delivery thereof is due, the
Leverage Ratio shall be deemed, solely for the purposes of this definition, to
be greater than 4.0 to 1.0 until such time as Borrower shall deliver such
compliance certificate.



                                       3
<PAGE>



         "Application": an application, in such form as the Issuing Bank may
specify, requesting the Issuing Bank to issue a Letter of Credit.

         "Argo": Argo, L.L.C., a Delaware limited liability company and
Unrestricted Subsidiary created by the Borrower to initially create, develop and
operate the Prince Field by, among other things, providing pipelines, platforms
and related services to the Prince Field.

         "Argo Clawback": the "clawback" and similar obligations incurred by the
Borrower and any Restricted Subsidiary under the Argo Financing Documents in an
aggregate amount not to exceed $30,000,000 at any one time outstanding.

         "Argo Financing": the loans made to Argo under the Argo Financing
Documents.

         "Argo Financing Documents": (i) the Credit Agreement dated as of August
23, 2000, among Argo, as Borrower, The Chase Manhattan Bank, individually and as
administrative agent, First Union National Bank, individually and as Syndication
Agent, Bank One, NA, individually and as Documentation Agent and the other
lenders party thereto and (ii) the other Financing Documents (as defined
therein); in the case of (i) and (ii) above, as amended, restated, renewed,
replaced or otherwise modified from time to time.

         "Argo I": Argo I, L.L.C., a Delaware limited liability company and
Unrestricted Subsidiary created by the Borrower to own the equity interests of
Argo.

         "Argo II": Argo II, L.L.C., a Delaware limited liability company.

         "Argo Unrestricted Subsidiaries": Argo, Argo I, and their respective
Subsidiaries.

         "Available Revolving Credit Commitment": as to any Lender at any time,
an amount equal to the excess, if any, of (a) the amount of such Lender's
Revolving Credit Commitment over (b) such Lender's Aggregate Outstanding
Revolving Credit Extensions of Credit.

         "Borrower": as defined in the introductory paragraph of this Agreement.

         "Borrower Pledge Agreement": the Amended and Restated Pledge and
Security Agreement made by the Borrower in favor of the Administrative Agent for
the benefit of the Lenders, substantially in the form of Exhibit C hereto, as
the same may be amended, supplemented or otherwise modified from time to time.

         "Borrower Security Agreement": the Amended and Restated Security
Agreement made by the Borrower in favor of the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit D hereto, as the
same may be amended, supplemented or otherwise modified from time to time.

         "Borrowing Date": any Business Day specified in a notice pursuant to
Section 2.3 or 3.2 as a date on which the Borrower requests the Lenders to make
Loans or the Issuing Bank to issue a Letter of Credit hereunder.

         "Business": as defined in Section 5.17.



                                       4
<PAGE>



         "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close.

         "Calculation Period": each period of four consecutive fiscal quarters
of the Borrower.

         "Capital Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

         "Capital Stock": any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants or options to purchase any of the foregoing. In addition, with
respect to the Borrower, "Capital Stock" shall include the Units and the General
Partnership Interest.

         "Cash Equivalents": (i) marketable direct obligations issued or
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable
from either S&P or Moody's; (iii) commercial paper maturing no more than one
year from the date of creation thereof and, at the time of acquisition, having
the highest rating obtainable from either S&P or Moody's; (iv) certificates of
deposit or banker's acceptances maturing within one year from the date of
acquisition thereof issued by (x) any Lender, (y) any commercial bank organized
under the laws of the United States of America or any state thereof or the
District of Columbia having combined capital and surplus of not less than
$250,000,000 or (z) any bank which has a short-term commercial paper rating
meeting the requirements of clause (iii) above (any such Lender or bank, a
"Qualifying Lender"); (v) eurodollar time deposits having a maturity of less
than one year purchased directly from any Lender (whether such deposit is with
such Lender or any other Lender hereunder) or issued by any Qualifying Lender;
and (vi) repurchase agreements and reverse repurchase agreements with a term of
not more than 14 days with any Qualifying Lender relating to marketable direct
obligations issued or unconditionally guaranteed by the United States.

         "C/D Reserve Percentage": for any day as applied to any Alternate Base
Rate Loan, that percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal Reserve System (or
any successor) (the "Board"), for determining the maximum reserve requirement
for a Depositary Institution (as defined in Regulation D of the Board) in
respect of new non-personal time deposits in Dollars having a maturity of 30
days or more.

         "Change in Control": (a) the acquisition by any Person or two or more
Persons acting in concert (other than the management of El Paso as of the
Closing Date and the shareholders of El Paso as of the Closing Date) of
beneficial ownership (within the meaning of Rule 13d-3, promulgated by the
Securities and Exchange Commission and now in effect under the Securities
Exchange Act of 1934, as amended) of 50% or more of the issued and outstanding
shares of



                                       5
<PAGE>



voting stock of El Paso; (b) the occurrence of a "change in control" under the
Senior Subordinated Note Indentures; or (c) the occurrence of any of the
following:

                  (1) the sale, transfer, lease, conveyance or other disposition
         (other than by way of merger or consolidation), in one or a series of
         related transactions, of all or substantially all of the assets of
         Borrower and its Restricted Subsidiaries taken as a whole to any
         "person" (as such term is used in Section 13(d)(3) of the Securities
         Exchange Act of 1934, as amended) other than the El Paso Group;

                  (2) the adoption of a plan relating to the liquidation or
         dissolution of the Borrower or the General Partner;

                  (3) such time as the El Paso Group ceases to own, directly or
         indirectly, all of the general partner interests of the Borrower or
         members of the El Paso Group cease to serve as the only general
         partners of the Borrower; or

                  (4) all of the general partner interests of the Borrower are
         not pledged to the Lenders pursuant to the Loan Documents.

         Notwithstanding the foregoing, a conversion of the Borrower from a
limited partnership to a corporation, limited liability company or other form of
entity or an exchange of all of the outstanding limited partnership interests
for Capital Stock in a corporation, for member interests in a limited liability
company or for any other equity interests in such other form of entity shall not
constitute a Change of Control, so long as following such conversion or exchange
the El Paso Group beneficially owns, directly or indirectly, in the aggregate
more than 50% of the securities having ordinary voting power for the election of
directors of such entity, or any combination thereof, and continues to own a
sufficient number of the outstanding voting securities of such entity to elect a
majority of its directors, managers, trustees or other persons serving in a
similar capacity for such entity.

         "Chase": The Chase Manhattan Bank.

         "Closing Date": the date on which the conditions set forth in Section
6.1 are first satisfied or waived, which shall occur on or prior to May 16,
2001.

         "Co-Borrower": as defined in the introductory paragraph to this
Agreement.

         "Code": the Internal Revenue Code of 1986, as amended from time to
time.

         "Collateral": the "Collateral" as defined in the several Security
Documents.

         "Commitment Fee": the commitment fee payable pursuant to Section 2.5.

         "Commitment Percentage": as to any Lender at any time, with respect to
any credit to be extended under, payment or prepayment to be made under,
conversion or continuation under, participation in a Letter of Credit issued
under, or other matter with respect to, the Revolving Credit Commitments, a
percentage, the numerator of which is such Lender's Revolving Credit Commitment
and the denominator of which is the aggregate Revolving Credit Commitments



                                       6
<PAGE>



then in effect (or, if the Revolving Credit Commitments have been terminated, as
to any Lender at any time, a percentage, the numerator of which is such Lender's
Aggregate Outstanding Revolving Extensions of Credit and the denominator of
which is the Aggregate Outstanding Revolving Extensions of Credit of all Lenders
at such time).

         "Commodity Hedging Program": any hedge agreement designed to protect
the Borrower or any of its Subsidiaries against fluctuations in petroleum
prices.

         "Common Unit": a partnership interest of a limited partner of the
Borrower representing a fractional part of the partnership interests of all
limited partners of the Borrower and having the rights and obligations specified
with respect to Common Units in the Partnership Agreement.

         "Commonly Controlled Entity": an entity, whether or not incorporated,
which is under common control with the Borrower within the meaning of Section
4001 of ERISA or is part of a group which includes the Borrower and which is
treated as a single employer under Section 414 of the Code.

         "Consolidated EBITDA": for any period and in accordance with Section
4.14, the Consolidated Net Income ((i) including earnings and losses from
discontinued operations, except to the extent that any such losses represent
reserves for losses attributable to the planned disposition of material assets,
(ii) excluding extraordinary gains, and gains and losses arising from the sale
of material assets, and (iii) including other non-recurring losses) for such
period, plus (x) the aggregate amount of cash distributions received by the
Borrower and its consolidated Subsidiaries (excluding Unrestricted Subsidiaries
and Joint Ventures) from Unrestricted Subsidiaries and Joint Ventures (other
than cash proceeds funded from the refinancing of the original capital
investment by the Borrower and its Subsidiaries in Unrestricted Subsidiaries and
Joint Ventures), and (y) to the extent reflected as a charge in the statement of
Consolidated Net Income for such period, the sum of (a) interest expense,
amortization of debt discount and debt issuance costs (including the write-off
of such costs in connection with prepayments of debt) and commissions, discounts
and other fees and charges associated with standby letters of credit, (b) taxes
measured by income accrued as an expense during such period, (c) depreciation,
depletion, and amortization expense, and (d) non-cash compensation expense
resulting from the accounting treatment applied, in accordance with GAAP, to
management's equity interest minus the equity of the Borrower and its
consolidated Subsidiaries (excluding Unrestricted Subsidiaries and Joint
Ventures) in the earnings of Unrestricted Subsidiaries and Joint Ventures;
provided that Consolidated EBITDA shall exclude any insurance proceeds relating
to the Poseidon casualty described in SEC reports up to an aggregate amount of
$6,000,000.

         "Consolidated Interest Expense": for any period, and in accordance with
Section 4.14, total cash interest expense (including that attributable to
Capital Leases) of the Borrower and its Subsidiaries (excluding Unrestricted
Subsidiaries and Joint Ventures) for such period with respect to all outstanding
Indebtedness of the Borrower and such Subsidiaries (including all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing and net costs under Hedge Agreements in respect of
interest rates to the extent such net costs are allocable to such period in
accordance with GAAP).



                                       7
<PAGE>



         "Consolidated Net Income": for any period, and in accordance with
Section 4.14, the net income or net loss of the Borrower and its consolidated
Subsidiaries (excluding Unrestricted Subsidiaries and Joint Ventures) for such
period determined in accordance with GAAP on a consolidated basis.

         "Consolidated Net Worth": as of the date of determination, all items
which in conformity with GAAP would be included under shareholders' equity on a
consolidated balance sheet of the Borrower and its consolidated Subsidiaries
(excluding Unrestricted Subsidiaries) at such date.

         "Consolidated Tangible Net Worth": as of the date of determination and
in accordance with Section 4.14, Consolidated Net Worth after deducting
therefrom the following:

                  (a) goodwill, including any amounts (however designated on the
         balance sheet) representing the cost of acquisitions of Subsidiaries in
         excess of underlying tangible assets;

                  (b) patents, trademarks, copyrights;

                  (c) leasehold improvements not recoverable at the expiration
         of a lease; and

                  (d) deferred charges (including, but not limited to,
         unamortized debt discount and expense, organization expenses and
         experimental and development expenses, but excluding prepaid expenses).

         "Consolidated Total Indebtedness": at any time and in accordance with
Section 4.14, all Indebtedness of the Borrower and its consolidated Subsidiaries
(excluding Unrestricted Subsidiaries) at such time.

         "Consolidated Total Senior Indebtedness": at any time and in accordance
with Section 4.14, Consolidated Total Indebtedness less the aggregate
outstanding principal amount of the Senior Subordinated Notes at such time.

         "Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

         "Crystal Holding": Crystal Holding, L.L.C., a Delaware limited
liability company.

         "Crystal Trading": Crystal Properties and Trading Company, L.L.C., a
Delaware limited liability company.

         "Default": any of the events specified in Article IX, whether or not
any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.

         "Delos": Delos Offshore Company, L.L.C., a Delaware limited liability
company.

         "Documents": as defined in subsection 5.20(b).



                                       8
<PAGE>



         "Dollars" and "$": dollars in lawful currency of the United States of
America.

         "El Paso": El Paso Corporation, a Delaware corporation formerly known
as El Paso Energy Corporation.

         "El Paso Agreement": the letter agreement dated December 8, 2000, by
and between El Paso and the Borrower relating to the purchase of designated
transportation and fractionation assets of El Paso Field Services Company.

         "El Paso Group": collectively, (1) El Paso, and (2) each Person which
is a direct or indirect Subsidiary of El Paso.

         "Environmental Laws": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment or
to emissions, discharges, releases or threatened releases of pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes
into the environment including, without limitation, ambient air, surface water,
ground water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport, or handling of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes, as now or may at any time hereafter be in effect.

         "EP Deepwater": El Paso Energy Partners Deepwater, LLC, a Delaware
limited liability company.

         "EP Operating": El Paso Energy Partners Operating Company, L.L.C., a
Delaware limited liability company.

         "EPEPC": El Paso Energy Partners Company (formerly known as Leviathan
Gas Pipeline Company), a Delaware corporation.

         "EPEPC Guarantee": the Amended and Restated Guarantee made by EPEPC in
favor of the Administrative Agent for the benefit of the Lenders, substantially
in the form of Exhibit E hereto, as the same may be amended, supplemented or
otherwise modified from time to time.

         "EPEPC Pledge Agreement": the Amended and Restated Pledge Agreement
made by EPEPC in favor of the Administrative Agent for the benefit of the
Lenders, substantially in the form of Exhibit G hereto, with respect to the
Borrower's General Partnership Interest, as the same may be amended,
supplemented or otherwise modified from time to time.

         "EPEPC Security Agreement": the Amended and Restated Security Agreement
made by EPEPC in favor of the Administrative Agent for the benefit of the
Lenders, substantially in the form of Exhibit H hereto, as the same may be
amended, supplemented or otherwise modified from time to time.

         "EP Transport" El Paso Energy Partners Oil Transport Systems, L.L.C.
(formerly known as Leviathan Oil Transport Systems L.L.C.), a Delaware limited
liability company.



                                       9
<PAGE>



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

         "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as
a decimal) of reserve requirements in effect on such day (including, without
limitation, basic, supplemental, marginal and emergency reserves under any
regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
member bank of such System.

         "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate appearing on page 3750 of the
Telerate 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 Working
Days prior to the beginning of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the "Eurodollar
Base Rate" with respect to such Eurodollar Loans for such Interest Period shall
be the rate at which dollar deposits of a comparable amount to such Eurodollar
Loans and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 A.M., London time,
two Working Days prior to the commencement of such Interest Period.

         "Eurodollar Loans": Revolving Credit Loans the rate of interest
applicable to which is based upon the Eurodollar Rate.

         "Eurodollar Rate": with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):

                              Eurodollar Base Rate
                              --------------------
                    1.00 - Eurocurrency Reserve Requirements

         "Event of Default": any of the events specified in Article IX, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

         "Ewing Bank": Ewing Bank Gathering Company, L.L.C., a Delaware limited
liability company.

         "Existing Credit Agreement": as defined in the recitals hereto.

         "Expiry Date": with respect to any Letter of Credit at any time, the
then stated expiration date of such Letter of Credit as set forth in such Letter
of Credit.



                                       10
<PAGE>



         "FASB 121": Statement of Financial Accounting Standards No. 121 of the
Financial Accounting Standards Board, as the same may be amended and interpreted
by the Financial Accounting Standards Board.

         "FERC": the Federal Energy Regulatory Commission and any successor
thereto.

         "First Reserve": First Reserve Gas, L.L.C., a Delaware limited
liability company.

         "Flextrend": Flextrend Development Company, L.L.C., a Delaware limited
liability company.

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

         "General Partner": EPEPC in its capacity as the general partner of the
Borrower or any other Person acting as general partner of the Borrower.

         "General Partnership Interest": all general partnership interests in
the Borrower.

         "Governmental Approval": any authorization, consent, approval, license,
lease, ruling, permit, tariff, rate, certification, exemption, filing, variance,
claim, order, judgment, decree, publication, notice to, declaration of or with
or registration by or with any Governmental Authority.

         "Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

         "Green Canyon": Green Canyon Pipe Line Company, L.P. a Delaware limited
partnership.

         "Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the



                                       11
<PAGE>



lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

         "Guarantees": collectively, the EPEPC Guarantee and the Subsidiaries
Guarantee.

         "Hattiesburg Sales": Hattiesburg Industrial Gas Sales Company, L.L.C.,
a Delaware limited liability company.

         "Hattiesburg Storage": Hattiesburg Gas Storage Company, a Delaware
general partnership.

         "Hazardous Materials": any hazardous materials, hazardous wastes,
hazardous constituents, hazardous or toxic substances, petroleum products
(including crude oil or any fraction thereof), defined or regulated as such in
or under any Environmental Law.

         "Hedge Agreements": all interest rate swaps, caps or collar agreements
or similar arrangements dealing with interest rates or currency exchange rates
or the exchange of nominal interest obligations, either generally or under
specific contingencies.

         "Indebtedness": of any Person at any date, (a) all indebtedness of such
Person for borrowed money or for the deferred purchase price of property or
services (other than current trade liabilities incurred in the ordinary course
of business and payable in accordance with customary practices and which in any
event are no more than 120 days past due or, if more than 120 days past due, are
being contested in good faith and adequate reserves with respect thereto have
been made on the books, of such Person), (b) any other indebtedness of such
Person which is evidenced by a note, bond, debenture or similar instrument, (c)
all obligations of such Person under Capital Leases, (d) all obligations of such
Person in respect of outstanding letters of credit (other than commercial
letters of credit with an initial maturity date of less than 90 days),
acceptances and similar obligations issued or created for the account of such
Person, (e) all liabilities secured by any Lien on any property owned by such
Person even though such Person has not assumed or otherwise become liable for
the payment thereof and (f) for purposes of the covenants set forth in Section
8.1, the net obligations of such Person under Hedge Agreements.

         "Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

         "Insolvent":  pertaining to a condition of Insolvency.

         "Intercreditor Agreement": the Intercreditor Agreement dated as of June
30, 2000, regarding the pari passu Liens on the Collateral described in
subsection 8.3(i), as amended, modified and supplemented from time to time.



                                       12
<PAGE>



         "Interest Payment Date": (a) as to any Alternate Base Rate Loan, the
last day of each March, June, September and December, commencing June 30, 2001,
(b) as to any Eurodollar Loan having an Interest Period of three months or less,
the last day of such Interest Period, and (c) as to any Eurodollar Loan having
an Interest Period longer than three months, each day which is three months or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period.

         "Interest Period":  with respect to any Eurodollar Loan:

                  (a) initially, the period commencing on the borrowing or
         conversion date, as the case may be, with respect to such Eurodollar
         Loan and ending one, two, three or six months thereafter, as selected
         by the Borrower in its notice of borrowing or notice of conversion, as
         the case may be, given with respect thereto; and

                  (b) thereafter, each period commencing on the last day of the
         next preceding Interest Period applicable to such Eurodollar Loan and
         ending one, two, three or six months thereafter, as selected by the
         Borrower by irrevocable notice to the Administrative Agent not less
         than three Working Days prior to the last day of the then current
         Interest Period with respect thereto;

         provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:

                  (1) if any Interest Period pertaining to a Eurodollar Loan
         would otherwise end on a day that is not a Working Day, such Interest
         Period shall be extended to the next succeeding Working Day unless the
         result of such extension would be to carry such Interest Period into
         another calendar month in which event such Interest Period shall end on
         the immediately preceding Working Day;

                  (2) any Interest Period that would otherwise extend beyond the
         Revolving Credit Termination Date shall end on the Revolving Credit
         Termination Date;

                  (3) any Interest Period pertaining to a Eurodollar Loan that
         begins on the last Working Day of a calendar month (or on a day for
         which there is no numerically corresponding day in the calendar month
         at the end of such Interest Period) shall end on the last Working Day
         of a calendar month; and

                  (4) the Borrower shall select Interest Periods so as not to
         require a payment or prepayment of any Eurodollar Loan during an
         Interest Period for such Revolving Credit Loan.

         "Issuing Bank": Chase, in its capacity as issuer of any Letter of
Credit.

         "Joint Venture": any Person in which the Borrower and/or its
Subsidiaries hold more than 5% but less than a majority of the equity interests,
and which does not constitute a Subsidiary of the Borrower, whether direct or
indirect; provided that each of Deepwater Holdings, L.L.C., a Delaware limited
liability company, and its respective Subsidiaries shall be deemed to be a Joint
Venture for purposes of the Loan Documents unless any such Person



                                       13
<PAGE>



becomes a Subsidiary in accordance with the definition thereof and the Borrower
designates such Person as a Subsidiary.

         "Joint Venture Charter": with respect to each Joint Venture, the
partnership agreement, certificate of incorporation, by-laws, limited liability
company agreement or other constitutive documents of such Joint Venture, as each
of the same may be further amended, supplemented or otherwise modified in
accordance with Section 8.9.

         "L/C Commitment Amount": $25,000,000.

         "L/C Commitment Percentage": as to any L/C Participant at any time, the
percentage determined under paragraph (a) of the definition of "Commitment
Percentage" in this Section 1.1.

         "L/C Obligations": at any time, an amount equal to the sum of (a) the
aggregate then undrawn and unexpired amount of the Letters of Credit and (b) the
aggregate amount of drawings under the Letters of Credit which have not then
been reimbursed pursuant to subsection 3.5(a).

         "L/C Participants": the collective reference to all Lenders with
Revolving Credit Commitments (other than the Issuing Bank).

         "Lenders": as defined in the preamble to this Agreement.

         "Letters of Credit": as defined in subsection 3.1(a).

         "Leverage Ratio": as defined in the definition of "Applicable Margin".

         "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority, preferential arrangement or other security
agreement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Capital Lease having
substantially the same economic effect as any of the foregoing).

         "Loan Documents": this Agreement, the Revolving Credit Notes, the
Guarantees, the Security Documents and the Applications.

         "Loan Parties": the Borrower, the Co-Borrower, EPEPC, the Subsidiary
Guarantors and each other Affiliate of the Borrower or EPEPC that from time to
time is party to a Loan Document.

         "Management Agreement": (i) the First Amended and Restated Management
Agreement, dated as of June 27, 1994, between DeepTech International Inc. and
the General Partner, as amended and in effect on the Closing Date, and as
further amended, modified or supplemented from time to time in accordance with
Section 8.9, or (ii) any other agreement or arrangement, reasonably acceptable
to the Administrative Agent, providing management, administrative, operational
and other functions to the Borrower adequate to allow the Borrower to conduct
operations consistent with prior practices.



                                       14
<PAGE>



         "Manta Ray": Manta Ray Gathering Company, L.L.C., a Delaware limited
liability company.

         "Material Adverse Effect": a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the
ability of any Loan Party to perform its obligations under this Agreement or any
of the Revolving Credit Notes or any of the other Loan Documents or (c) the
validity or enforceability of this Agreement or any of the Revolving Credit
Notes or any of the other Loan Documents or the rights or remedies of the
Administrative Agent or the Lenders hereunder or thereunder.

         "Material Environmental Amount": an amount payable by the Borrower
and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance
costs, compensatory damages, punitive damages, fines, penalties or any
combination thereof.

         "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
polychlorinated biphenyls and urea-formaldehyde insulation.

         "Multiemployer Plan": a Plan which is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

         "Net Equity Proceeds": 100% of the cash or non-cash proceeds from the
issuance or sale by the Borrower or any of its Restricted Subsidiaries of any
equity securities, net of all reasonable out-of-pocket fees (including
investment banking fees), commissions, costs and other reasonable out-of-pocket
expenses incurred in connection with such issuance or sale. For purposes of
calculating "Net Equity Proceeds", fees, commissions and other costs and
expenses payable to the Borrower or any of its Affiliates shall be disregarded.

         "Non-Recourse Obligations": Indebtedness, Guarantee Obligations and
other obligations of any type (a) as to which neither the Borrower nor any
Restricted Subsidiary (i) is obligated to provide credit support in any form, or
(ii) is directly or indirectly liable, and (b) no default with respect to which
(including any rights which the holders thereof may have to take enforcement
action against an Unrestricted Subsidiary) would permit (upon notice, lapse of
time or both) any holder of any Indebtedness or Guarantee Obligation of the
Borrower or any Restricted Subsidiary to declare a default on such Indebtedness
or Guarantee Obligation of the Borrower or any Restricted Subsidiary or cause
the payment of any such Indebtedness to be accelerated or payable prior to its
stated maturity or cause any such Guarantee Obligation to become payable, in the
case of (a) and (b) above, except for clawbacks and other Guarantee Obligations
permitted under subsections 8.4(e), (f) and (g).

         "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and reimbursement obligations
in respect of Letters of Credit and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans
and all other



                                       15
<PAGE>



obligations and liabilities of the Borrower to the Administrative Agent or to
any Lender (or, in the case of Hedge Agreements, any affiliate of any Lender),
whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, the Letters of Credit, any Hedge
Agreement entered into with any Lender or any affiliate of any Lender or any
other document made, delivered or given in connection herewith or therewith,
whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses (including all fees, charges and disbursements of
counsel to the Administrative Agent or to any Lender that are required to be
paid by the Borrower pursuant hereto) or otherwise.

         "Participants": as defined in subsection 11.6(b).

         "Partnership Agreement": the Second Amended and Restated Agreement of
Limited Partnership of the Borrower among the partners of the Borrower effective
as of August 31, 2000 and as in effect on the Closing Date, as amended, modified
and supplemented from time to time in accordance with Section 8.9.

         "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA.

         "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

         "Petal Gas Storage: Petal Gas Storage, L.L.C., a Delaware limited
liability company.

         "Petal Gas Storage Facilities" the salt-dome gas storage facilities
located in Hattiesburg, Mississippi.

         "Petroleum": oil, gas and other liquid or gaseous hydrocarbons,
including, without limitation, all liquefiable hydrocarbons and other products
which may be extracted from gas and gas condensate by the processing thereof in
a gas processing plant.

         "Plan": at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "Pledge Agreements": collectively, the Borrower Pledge Agreement, the
EPEPC Pledge Agreement and any other pledge agreement executed and delivered
pursuant to Section 8.17.

         "Poseidon": Poseidon Pipeline Company, L.L.C., a Delaware limited
liability company.

         "Poseidon Venture": Poseidon Oil Pipeline Company, L.L.C., a Delaware
limited liability company.



                                       16
<PAGE>



         "Preference Unit": a partnership interest in the Borrower representing
a fractional part of the partnership interests of all limited partners of the
Borrower and having the rights and obligations specified with respect to
Preference Units in the Partnership Agreement.

         "Prince Field": the oil and gas property in the Gulf of Mexico known as
the "Prince Field" and formerly known as "Sunday Silence Property", including
Ewing Bank blocks 958, 959, 1002 and 1003.

         "Prince Project": the construction and operation by Argo of a tension
leg platform, pipelines, platforms, and related facilities and appurtenances in
connection with the development of the Prince Field.

         "Properties": the facilities and properties owned, leased or operated
by the Borrower or any of its Subsidiaries or any Joint Venture.

         "Purchasing Lenders": as defined in subsection 11.6(c).

         "Redesignation": any designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in accordance with the penultimate sentence of the
definition of "Unrestricted Subsidiary"; and any designation of an Unrestricted
Subsidiary or a Joint Venture as a Restricted Subsidiary in accordance with the
last sentence of the definition of "Restricted Subsidiary".

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

         "Reimbursement Obligation": the obligation of the Borrower to reimburse
the Issuing Bank pursuant to subsection 3.5(a) for amounts drawn under the
Letters of Credit.

         "Reorganization": with respect to any Multiemployer Plan, the condition
that such plan is in reorganization within the meaning of Section 4241 of ERISA.

         "Reportable Event": any of the events set forth in Section 4043(b) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. Section
2615.

         "Required Lenders": at any time, the holders of at least 51% of the
aggregate Revolving Credit Commitments then in effect (or, if the Revolving
Credit Commitments have been terminated, the holders of at least 51% of the
Aggregate Outstanding Revolving Credit Extensions of Credit of all Lenders).

         "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.



                                       17
<PAGE>



         "Responsible Officer": the Chief Executive Officer, the Chief Operating
Officer, the President, the Chief Financial Officer, the Treasurer or any vice
president of the General Partner or the Borrower.

         "Restricted Payment": as defined in Section 8.7.

         "Restricted Subsidiary": any Subsidiary of the Borrower other than an
Unrestricted Subsidiary. Subject to the right to redesignate certain Restricted
Subsidiaries as Unrestricted Subsidiaries in accordance with the definition of
"Unrestricted Subsidiary", all of the Subsidiaries of the Borrower as of the
date hereof other than the Argo Unrestricted Subsidiaries are Restricted
Subsidiaries. Notwithstanding the foregoing, any Subsidiary which guarantees the
Senior Subordinated Notes shall be a Restricted Subsidiary. Any Subsidiary
designated as an Unrestricted Subsidiary may be redesignated as a Restricted
Subsidiary with the consent of the Required Lenders as long as, after giving
effect thereto, no Default or Event of Default has occurred and is continuing
and the Borrower would be in pro forma compliance with the covenants set forth
in Section 8.1 after giving effect thereto.

         "Revolving Credit Commitment": as to any Lender, the obligation of such
Lender to make Revolving Credit Loans to and/or issue or participate in Letters
of Credit issued on behalf of the Borrower hereunder in an aggregate principal
and/or face amount at any one time outstanding not to exceed the amount set
forth opposite such Lender's name on Schedule I under the heading "Revolving
Credit Commitment" or in any assignment and acceptance pursuant to which such
Lender becomes a party hereto, as such amount may be reduced from time to time
in accordance with the provisions of this Agreement.

         "Revolving Credit Commitment Period": the period from and including the
date hereof to but not including the Revolving Credit Termination Date or such
earlier date on which the Revolving Credit Commitments shall terminate as
provided herein.

         "Revolving Credit Loans": as defined in Section 2.1.

         "Revolving Credit Note": as defined in subsection 2.2(e).

         "Revolving Credit Termination Date": the third anniversary of the
Closing Date, as such termination date may from time to time be extended
pursuant to Section 2.7, and any other date on which the Revolving Credit
Commitments are terminated.

         "Security Agreements": collectively, the Borrower Security Agreement,
the EPEPC Security Agreement and the Subsidiary Security Agreement.

         "Security Documents": collectively, the Pledge Agreements and the
Security Agreements.

         "Senior Subordinated Note Indentures": means (i) the Indenture dated as
of May 27, 1999 among the Borrower, the Co-Borrower and certain of their
respective Subsidiaries pursuant to which the 10-3/8% Senior Subordinated Notes
due 2009 were issued, and (ii) the Indenture dated as of May 17, 2001 among the
Borrower, the Co-Borrower and certain of their respective Subsidiaries pursuant
to which the 8 1/2% Senior Subordinated Notes due 2011 were issued,



                                       18
<PAGE>



each together with all instruments and other agreements entered into by the
Borrower, the Co-Borrower or such Subsidiaries in connection therewith, as each
may be amended, supplemented or otherwise modified from time to time in
accordance with Section 8.9.

         "Senior Subordinated Notes": means, collectively, (i) the 10-3/8%
Senior Subordinated Notes due 2009 and (ii) the 8 1/2% Senior Subordinated Notes
due 2011, of the Borrower and the Co-Borrower issued pursuant to the Senior
Subordinated Note Indentures.

         "Single Employer Plan": any Plan which is covered by Title IV of ERISA,
but which is not a Multiemployer Plan.

         "Subject Properties": the Properties containing Petroleum in which
Borrower or any Restricted Subsidiary owns an interest, including, but not
limited to, those known as Viosca Knoll 817, Garden Banks 72 and Garden Banks
117 in the Gulf of Mexico.

         "Subsidiaries Guarantee": the Amended and Restated Subsidiaries
Guarantee made by the Subsidiary Guarantors in favor of the Administrative
Agent, for the benefit of the Lenders, substantially in the form of Exhibit J
hereto, as the same may be amended, supplemented or otherwise modified from time
to time.

         "Subsidiary": as to any Person, a corporation, partnership or other
entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such
power only by reason of the happening of a contingency) to elect a majority of
the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

         "Subsidiary Guarantors": collectively, Argo II, Crystal Holding,
Crystal Trading, Delos, EP Deepwater, EP Operating, EP Transport, Ewing Bank,
First Reserve, Flextrend, Green Canyon, Hattiesburg Sales, Hattiesburg Storage,
Manta Ray, Petal Gas Storage, Poseidon, Viosca Knoll, VK Deepwater, VK Main
Pass, each other Restricted Subsidiary and any other Subsidiary of the Borrower
which, from time to time, may become party to the Subsidiaries Guarantee.
Notwithstanding anything to the contrary in the Loan Documents, El Paso Energy
Partners Finance Corporation shall be the Co-Borrower and not a Subsidiary
Guarantor.

         "Subsidiary Security Agreement": the Security Agreement made by each of
the Subsidiary Guarantors (including any security agreement executed and
delivered pursuant to Section 8.17) in favor of the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit K hereto, as the
same may be amended, supplemented or otherwise modified from time to time.
"Tranche": the collective reference to Eurodollar Loans the Interest Periods
with respect to all of which begin on the same date and end on the same later
date (whether or not such Revolving Credit Loans shall originally have been made
on the same day).

         "Transferee": as defined in subsection 11.6(f).



                                       19
<PAGE>



         "Type": as to any Revolving Credit Loan, its nature as an Alternate
Base Rate Loan or a Eurodollar Loan.

         "Uniform Customs": the Uniform Customs and Practice for Documentary
Credits (1993 Revision), International Chamber of Commerce Publication No. 500,
as the same may be amended from time to time.

         "Unit": a Common Unit, a Preference Unit, or any other partnership
interest of a limited partner of the Borrower representing a fractional part of
the partnership interests of all limited partners of the Borrower.

         "Unrestricted Subsidiary": any Subsidiary of the Borrower (a) which
becomes a Subsidiary of the Borrower after the date hereof and, at the time it
becomes a Subsidiary, is designated as an Unrestricted Subsidiary, in each case
pursuant to a written notice from the Borrower to the Administrative Agent, (b)
which has not acquired any assets (other than cash made available pursuant to
this Agreement or as permitted by subsection 8.8(h) for the Argo Unrestricted
Subsidiaries) from the Borrower or any Restricted Subsidiary, (c) which has no
Indebtedness, Guarantee Obligations or other obligations other than Non-Recourse
Obligations and (d) which has not guaranteed the Senior Subordinated Notes. Any
Subsidiary designated as a Restricted Subsidiary may be redesignated as an
Unrestricted Subsidiary with the consent of the Required Lenders as long as,
after giving effect thereto, no Default or Event of Default has occurred and is
continuing and the Borrower would be in pro forma compliance with the financial
covenants in Section 8.1 after giving effect thereto. Notwithstanding the
foregoing, the Argo Unrestricted Subsidiaries shall be deemed to be Unrestricted
Subsidiaries unless redesignated as Restricted Subsidiaries in accordance with
this Agreement.

         "Viosca Knoll": Viosca Knoll Gathering Company, a Delaware joint
venture.

         "VK Deepwater": VK Deepwater Gathering Company, L.L.C., a Delaware
limited liability company.

         "VK Main Pass": VK-Main Pass Gathering Company, L.L.C., a Delaware
limited liability company.

         "Working Day": any Business Day on which dealings in foreign currencies
and exchange between banks may be carried on in London, England.

Section 1.2 Other Definitional Provisions.

                  (a) Unless otherwise specified therein, all terms defined in
this Agreement shall have the defined meanings when used in the Revolving Credit
Notes or any certificate or other document made or delivered pursuant hereto.

                  (b) As used herein and in the Revolving Credit Notes, and any
certificate or other document made or delivered pursuant hereto, accounting
terms relating to the Borrower and its Subsidiaries not defined in Section 1.1
and accounting terms partly defined in Section 1.1, to the extent not defined,
shall have the respective meanings given to them under GAAP.



                                       20
<PAGE>



                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Article, subsection, Schedule and Exhibit references are to this Agreement
unless otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                                   ARTICLE II
                AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

Section 2.1 Revolving Credit Commitments.

                  (a) Subject to the terms and conditions hereof, each Lender
severally agrees to make revolving credit loans ("Revolving Credit Loans") to
the Borrower from time to time during the Revolving Credit Commitment Period in
an aggregate principal amount at any one time outstanding which, when added to
such Lender's Commitment Percentage of the then outstanding L/C Obligations,
does not exceed the amount of such Lender's Revolving Credit Commitment,
provided that no such Revolving Credit Loan shall be made if, after giving
effect thereto, Section 2.4 would be contravened. During the Revolving Credit
Commitment Period the Borrower may use the Revolving Credit Commitments by
borrowing, prepaying the Revolving Credit Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.

                  (b) The Revolving Credit Loans may from time to time be (i)
Eurodollar Loans, (ii) Alternate Base Rate Loans or (iii) a combination thereof,
as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.3 and 4.2, provided that no Revolving Credit Loan
shall be made as a Eurodollar Loan after the day that is one month prior to the
Revolving Credit Termination Date.

                  (c) The revolving credit loans outstanding on the Closing Date
under the Existing Credit Agreement shall continue to be outstanding and shall
be continued Revolving Credit Loans under this Agreement.

Section 2.2 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 Revolving Credit Loan on the Revolving Credit Termination 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 Revolving Credit 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 Revolving Credit 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



                                       21
<PAGE>



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 2.2 shall be prima facie evidence 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 Revolving Credit Loans in accordance with the terms of this
Agreement.

                  (e) Any Lender may request that Revolving Credit 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 substantially in the form
of Exhibit A hereto (a "Revolving Credit Note") payable to the order of such
Lender (or, if requested by such Lender, to such Lender and its registered
assigns). Thereafter, the Revolving Credit Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 11.6) 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 2.3 Procedure for Revolving Credit Borrowing. The Borrower may
borrow under the Revolving Credit Commitments during the Revolving Credit
Commitment Period on any Working Day, if all or any part of the requested
Revolving Credit Loans are to be initially Eurodollar Loans, or on any Business
Day, otherwise, provided that the Borrower shall give the Administrative Agent
irrevocable notice (which notice must be received by the Administrative Agent
prior to 10:00 A.M., New York City time, (a) three Working Days prior to the
requested Borrowing Date, if all or any part of the requested Revolving Credit
Loans are to be initially Eurodollar Loans, or (b) one Business Day prior to the
requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed,
(ii) the requested Borrowing Date, (iii) whether the borrowing is to be of
Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and (iv)
if the borrowing is to be entirely or partly of Eurodollar Loans, the respective
amounts of such Type of Revolving Credit Loan and the respective lengths of the
initial Interest Periods therefor. Each borrowing under the Revolving Credit
Commitments shall be in an amount equal to (x) in the case of Alternate Base
Rate Loans, $500,000 or a whole multiple thereof (or, if the then Available
Revolving Credit Commitments are less than $500,000, such lesser amount) and (y)
in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in
excess thereof. Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Lender thereof. Each Lender will
make the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the office of the
Administrative Agent specified in Section 11.2 prior to 11:00 A.M., New York
City time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to the Borrower by the Administrative Agent crediting the account of
the Borrower on the books of such office with the aggregate of the amounts made
available to the Administrative Agent by the Lenders and in like funds as
received by the Administrative Agent.



                                       22
<PAGE>



         Section 2.4 Limitations on Revolving Credit Loans. No requested
Revolving Credit Loan shall be made if the sum of the Aggregate Outstanding
Revolving Credit Extensions of Credit (after giving effect to such requested
Revolving Credit Loan) would exceed the then aggregate Revolving Credit
Commitments.

         Section 2.5 Commitment Fee(a) . The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee for the
period from and including the date hereof to the Revolving Credit Termination
Date, computed at the rate per annum equal to the then Applicable Margin for the
Commitment Fee as set forth under the column heading "Applicable Margin for the
Commitment Fee" of Annex I on the average daily amount of the Available
Revolving Credit Commitment of such Lender, during the period for which payment
is made, payable quarterly in arrears on the last day of each March, June,
September and December, commencing June 30, 2001, and on the Revolving Credit
Termination Date or such earlier date as the Revolving Credit Commitments shall
terminate as provided herein, commencing on the first of such dates to occur
after the date hereof.

         Section 2.6 Termination or Reduction of Revolving Credit Commitments.

                  (a) The Borrower shall have the right, upon not less than five
Business Days' notice to the Administrative Agent, to terminate the Revolving
Credit Commitments or, from time to time, to reduce the amount of the Revolving
Credit Commitments, provided that no such termination or reduction shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Credit Loans made on the effective date thereof, the aggregate
principal amount of the Revolving Credit Loans then outstanding, when added to
the then outstanding L/C Obligations, would exceed the Revolving Credit
Commitments then in effect. Any such reduction shall be in an amount equal to
$5,000,000 or a whole multiple thereof.

                  (b) Any reduction of Revolving Credit Commitments pursuant to
subsection 2.6(a) above or 4.1(b) shall reduce permanently the Revolving Credit
Commitments then in effect.

         Section 2.7 Extensions of Revolving Credit Termination Date. The
Borrower may, by irrevocable written notice to the Administrative Agent received
no later than 120 days prior to the Revolving Credit Termination Date then in
effect, request the Lenders to extend such Revolving Credit Termination Date to
the date 364 days following such then scheduled Revolving Credit Termination
Date. Upon receipt of any such notice, the Administrative Agent shall promptly
notify each Lender thereof. Each Lender may consent or refuse to consent to such
change, in its sole discretion, at any time on or prior to the date which is 60
days prior to the Revolving Credit Termination Date then in effect. Upon the
receipt by the Administrative Agent of the written consent of each of the
Lenders to such change in the Revolving Credit Termination Date on or prior to
2:00 p.m., New York time, on the date which is 60 days prior to the Revolving
Credit Termination Date then in effect, the Revolving Credit Termination Date
shall be changed to such subsequent date 364 days following the Revolving Credit
Termination Date then in effect, and the term "Revolving Credit Termination
Date" for all purposes of this Agreement and the other Loan Documents shall
thereupon be deemed to refer to such subsequent date. Any failure of a Lender to
provide any such consent shall be deemed to be a refusal to consent to such
change.



                                       23
<PAGE>



                                   ARTICLE III
                                LETTERS OF CREDIT

         Section 3.1 Issuance of Letters of Credit.

                  (a) Subject to the terms and conditions hereof, the Issuing
Bank, in reliance on the agreements of the other Lenders set forth in subsection
3.3(a), agrees to issue letters of credit (the "Letters of Credit") for the
account of the Borrower on any Business Day during the Revolving Credit
Commitment Period in such form as may be approved from time to time by the
Issuing Bank; provided that the Issuing Bank shall have no obligation to issue
any Letter of Credit if, after giving effect to such issuance, (1) the L/C
Obligations would exceed the L/C Commitment or (2) the Available Revolving
Credit Commitment would be less than zero or (3) the Aggregate Outstanding
Revolving Credit Extensions of Credit would exceed the then aggregate Revolving
Credit Commitments.

                  (b) Each Letter of Credit shall:

                           (i) be denominated in Dollars and shall be either (A)
a standby letter of credit issued to support obligations of the Borrower or any
Restricted Subsidiary, contingent or otherwise, in connection with the working
capital and business needs of the Borrower or such Restricted Subsidiary, as the
case may be, in the ordinary course of business, or (B) a commercial letter of
credit issued in respect of the purchase of goods or services by the Borrower or
any Restricted Subsidiary in the ordinary course of business; and

                           (ii) expire no later than the earlier of (A) one year
after the date of issuance or renewal thereof in accordance with the term of
such Letter of Credit; provided that any Letter of Credit with an expiry date
occurring one year after its issuance may be renewed for additional one-year
periods and (B) five Business Days prior to the Revolving Credit Termination
Date.

                  (c) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

                  (d) The Issuing Bank shall not at any time be obligated to
issue any Letter of Credit hereunder if such issuance would conflict with, or
cause the Issuing Bank or any L/C Participant to exceed any limits imposed by,
any applicable Requirement of Law.

                  (e) Letters of Credit issued under the Existing Credit
Agreement which are outstanding on the Closing Date shall be deemed to be
Letters of Credit issued under this Agreement on the Closing Date.

         Section 3.2 Procedure for Issuance of Letters of Credit. The Borrower
may from time to time request that the Issuing Bank issue a Letter of Credit by
delivering to the Issuing Bank at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Bank, and
such other certificates, documents and other papers and information as the
Issuing Bank may reasonably request. Upon receipt of any Application, the
Issuing Bank will process such Application and the certificates, documents and
other papers and information delivered to it in connection therewith in
accordance with its customary procedures and shall



                                       24
<PAGE>



promptly issue the Letter of Credit requested thereby (but in no event shall the
Issuing Bank be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed by the Issuing Bank and the Borrower. The Issuing Bank
shall furnish a copy of such Letter of Credit to the Borrower promptly following
the issuance thereof.

         Section 3.3 Participations and Payments in Respect of the Letters of
Credit.

                  (a) The Issuing Bank irrevocably agrees to grant and hereby
grants to each L/C Participant, and, to induce the Issuing Bank to issue Letters
of Credit hereunder, each L/C Participant irrevocably agrees to accept and
purchase and hereby accepts and purchases from the Issuing Bank, on the terms
and conditions hereinafter stated, for such L/C Participant's own account and
risk an undivided interest equal to such L/C Participant's L/C Commitment
Percentage in the Issuing Bank's obligations and rights under each Letter of
Credit issued hereunder and the amount of each draft paid by the Issuing Bank
thereunder.

                  (b) Each L/C Participant unconditionally and irrevocably
agrees with the Issuing Bank that, if a draft is paid under any Letter of Credit
for which the Issuing Bank is not reimbursed on the day of such payment in full
by the Borrower in immediately available funds, such Lender shall pay to the
Issuing Bank upon demand at the Issuing Bank's address for notices specified
herein an amount equal to such L/C Participant's L/C Commitment Percentage of
the amount of such draft, or any part thereof, which is not so reimbursed. Each
L/C Participant's obligation to make each such payment to the Issuing Bank, and
the Issuing Bank's right to receive the same, are absolute and unconditional and
shall not be affected by any circumstance whatsoever, including, without
limiting the effect of the foregoing, the occurrence or continuance of a Default
or Event of Default or the failure of any other L/C Participant to make any
payment under this Section 3.3, and each L/C Participant further agrees that
each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever. Each L/C Participant shall indemnify and hold harmless the
Issuing Bank from and against any and all losses, liabilities (including,
without limitation, liabilities for penalties), actions, suits, judgments,
demands, costs and expenses (including reasonable attorneys' fees) resulting
from any failure of such L/C Participant to provide, or from any delay in
providing, the Issuing Bank with such L/C Participant's L/C Commitment
Percentage of such payment in accordance with the provisions of this Section
3.3, but no L/C Participant shall be so liable for any such failure on the part
of any other L/C Participant.

                  (c) If any amount required to be paid by any L/C Participant
to the Issuing Bank pursuant to subsection 3.3(a) in respect of any unreimbursed
portion of any payment made by the Issuing Bank under any Letter of Credit is
paid to the Issuing Bank within two Business Days after the date such payment is
due, such L/C Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
funds rate, as quoted by the Issuing Bank, during the period from and including
the date such payment is required to the date on which such payment is
immediately available to the Issuing Bank, times (iii) a fraction the numerator
of which is the number of days that elapse during such period and the
denominator of which is 360. If any such amount required to be paid by any L/C
Participant pursuant to subsection 3.3(a) is not in fact made available to the
Issuing Bank by such



                                       25
<PAGE>



L/C Participant within two Business Days after the date such payment is due, the
Issuing Bank shall be entitled to recover from such L/C Participant, on demand,
such amount with interest thereon calculated from such due date at the rate per
annum applicable to Alternate Base Rate Loans hereunder. A certificate of the
Issuing Bank submitted to any L/C Participant with respect to any amounts owing
under this Section 3.3 shall be conclusive in the absence of manifest error.

                  (d) Whenever, at any time after the Issuing Bank has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with subsection 3.3(a), the Issuing
Bank receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by the Issuing Bank), or any payment of interest on account thereof, the Issuing
Bank will distribute to such L/C Participant its pro rata share thereof;
provided, however, that in the event that any such payment received by the
Issuing Bank shall be required to be returned by the Issuing Bank, such L/C
Participant shall return to the Issuing Bank the portion thereof previously
distributed by the Issuing Bank to it.

         Section 3.4 Fees, Commissions and Other Charges.

                  (a) The Borrower shall pay to the Administrative Agent, for
the account of the Issuing Bank, a fronting fee with respect to each Letter of
Credit for the period from and including the date of issuance thereof to but not
including the Expiry Date thereof, computed at the rate of 1/8 of 1% per annum
on the average daily amount of the undrawn and unexpired amount of such Letter
of Credit. Such fronting fee shall be payable quarterly in advance on the date
of issuance of each Letter of Credit and on the last day of each March, June,
September and December thereafter, commencing June 30, 2001. Such fee shall be
nonrefundable.

                  (b) The Borrower shall pay to the Administrative Agent, for
the account of the Issuing Bank and the L/C Participants, a letter of credit
commission with respect to each Letter of Credit for the period from and
including the date of issuance thereof to but not including the Expiry Date
thereof, computed at the rate of the then Applicable Margin for Eurodollar Loans
per annum on the average daily amount of the undrawn and unexpired amount of
such Letter of Credit. Such commission shall be payable to the L/C Participants
to be shared ratably among them in accordance with their respective L/C
Commitment Percentages. Such commission shall be payable quarterly in advance on
the date of issuance of each Letter of Credit and on the last day of each March,
June, September and December thereafter, commencing June 30, 2001. Such fee
shall be nonrefundable.

                  (c) In addition to the foregoing fees and commissions, the
Borrower shall pay or reimburse the Issuing Bank for such normal and customary
costs and expenses as are incurred or charged by the Issuing Bank in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

                  (d) The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Bank and the L/C Participants all
fees and commissions received by the Administrative Agent for their respective
accounts pursuant to this Section 3.4.



                                       26
<PAGE>



                  (e) The fees and commissions described in the preceding
paragraphs (a) and (b) shall be based on a 360 day year. If any amounts in the
preceding paragraphs (a) and (b) shall be payable on a day that is not a Working
Day, such amount shall be extended to the next succeeding Working Day unless the
result of such extension would be to carry such amount into another calendar
month in which event such amount shall be payable on the immediately preceding
Working Day.

         Section 3.5 Reimbursement Obligation of the Borrower.

                  (a) The Borrower agrees to reimburse the Issuing Bank on each
date on which the Issuing Bank notifies the Borrower of the date and amount of a
draft presented under any Letter of Credit and paid by the Issuing Bank for the
amount of (i) such draft so paid and (ii) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Bank in connection with such payment.
Each such payment shall be made to the Issuing Bank at its address for notices
specified herein in lawful money of the United States of America and in
immediately available funds.

                  (b) Unless otherwise notified by the Borrower, each drawing
under a Letter of Credit shall constitute a request by the Borrower to the
Administrative Agent for a borrowing pursuant to Section 2.3 of Revolving Credit
Loans which are Alternate Base Rate Loans in the amount of such drawing, subject
to satisfaction of the conditions set forth in Section 6.2. The Borrowing Date
with respect to such borrowing shall be the date of such drawing.

                  (c) Interest shall be payable on any and all amounts remaining
unpaid by the Borrower under this Section 3.5 from the date such amounts become
payable (whether at stated maturity, by acceleration or otherwise) until payment
in full at the rate which would be payable on any outstanding Alternate Base
Rate Loans which were then overdue.

         Section 3.6 Obligations Absolute.

                  (a) The Borrower's obligations under this Article III shall be
absolute and unconditional under any and all circumstances and irrespective of
any set-off, counterclaim or defense to payment which the Borrower may have or
have had against the Issuing Bank or any beneficiary of any Letter of Credit.

                  (b) The Borrower also agrees with the Issuing Bank that the
Issuing Bank shall not be responsible for, and the Borrower's Reimbursement
Obligations under subsection 3.5(a) shall not be affected by, among other
things, (i) the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or (ii) any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or (iii) any claims whatsoever of the Borrower against
any beneficiary of any Letter of Credit or any such transferee.

                  (c) The Issuing Bank shall not be liable for any error,
omission, interruption or delay in transmission, dispatch or delivery of any
message or advice, however transmitted, in connection with any Letter of Credit,
except for errors or omissions caused by the Issuing Bank's gross negligence or
willful misconduct.



                                       27
<PAGE>



                  (d) The Borrower agrees that any action taken or omitted by
the Issuing Bank under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence of willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Borrower and
shall not result in any liability of the Issuing Bank to the Borrower.

         Section 3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Bank shall promptly notify
the Borrower of the date and amount thereof. The responsibility of the Issuing
Bank to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are in conformity with such Letter of Credit.

         Section 3.8 Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Article III, the provisions of this Article III shall apply.

                                   ARTICLE IV
                          GENERAL PROVISIONS FOR LOANS

         Section 4.1 Optional and Mandatory Prepayments.

                  (a) The Borrower may on the last day of any Interest Period
with respect thereto, in the case of Eurodollar Loans, or at any time and from
time to time, in the case of Alternate Base Rate Loans, prepay the Revolving
Credit Loans, in whole or in part, without premium or penalty, upon at least
four Business Days' irrevocable notice to the Administrative Agent, specifying
the date and amount of prepayment and whether the prepayment is of Eurodollar
Loans, Alternate Base Rate Loans or a combination thereof, and, if of a
combination thereof, the amount allocable to each. Upon receipt of any such
notice the Administrative Agent shall promptly notify each Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $1,000,000 or a whole multiple thereof.

                  (b) If on any date (including any date on which a certificate
of a Responsible Officer of the Borrower is delivered pursuant to subsection
7.2(b)) the sum of the Aggregate Outstanding Revolving Credit Extensions of
Credit then outstanding exceeds the then aggregate Revolving Credit Commitments,
then, without notice or demand, the Borrower shall promptly prepay the Revolving
Credit Loans in an amount equal to such excess. The Borrower may, subject to the
terms and conditions of this Agreement, reborrow the amount of any prepayment
made under subsection 4.1(c).

                  (c) The application of any prepayment pursuant to subsection
4.1(b) shall be made first to Alternate Base Rate Loans and second to Eurodollar
Loans. Each prepayment of the Loans under subsection 4.1(b) (other than
Alternate Base Rate Loans) shall be accompanied by accrued interest to the date
of such prepayment on the amount prepaid.

         Section 4.2 Conversion and Continuation Options.



                                       28
<PAGE>



                  (a) The Borrower may elect from time to time to convert
Eurodollar Loans to Alternate Base Rate Loans by giving the Administrative Agent
at least two Business Days' prior irrevocable notice of such election, provided
that any such conversion of Eurodollar Loans may only be made on the last day of
an Interest Period with respect thereto. The Borrower may elect from time to
time to convert Alternate Base Rate Loans to Eurodollar Loans by giving the
Administrative Agent at least three Working Days' prior irrevocable notice of
such election. Any such notice of conversion to Eurodollar Loans shall specify
the length of the initial Interest Period or Interest Periods therefor. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
Lender thereof. All or any part of outstanding Eurodollar Loans and Alternate
Base Rate Loans may be converted as provided herein, provided that (i) no
Revolving Credit Loan may be converted into a Eurodollar Loan when any Default
or Event of Default has occurred and is continuing and the Administrative Agent
has or the Required Lenders have determined that such a conversion is not
appropriate, (ii) any such conversion may only be made if, after giving effect
thereto, Section 4.3 shall not have been contravened and (iii) no Revolving
Credit Loan may be converted into a Eurodollar Loan after the date that is one
month prior to the Revolving Credit Termination Date.

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Revolving Credit
Loans, provided that no Eurodollar Loan may be continued as such (i) when any
Default or Event of Default has occurred and is continuing and the
Administrative Agent has or the Required Lenders have determined that such a
continuation is not appropriate, (ii) if, after giving effect thereto, Section
4.3 would be contravened or (iii) after the date that is one month prior to the
Revolving Credit Termination Date and provided, further, that if the Borrower
shall fail to give any required notice as described above in this paragraph or
if such continuation is not permitted pursuant to the preceding proviso such
Revolving Credit Loans shall be automatically converted to Alternate Base Rate
Loans on the last day of such then expiring Interest Period.

         Section 4.3 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Revolving Credit Loans hereunder and all selections of
Interest Periods hereunder shall be in such amounts and be made pursuant to such
elections so that, after giving effect thereto, (a) the aggregate principal
amount of the Revolving Credit Loans comprising each Tranche shall be equal to
$2,000,000 or a whole multiple of $100,000 in excess thereof, and (b) the number
of Tranches then outstanding shall not exceed eight.

         Section 4.4 Interest Rates and Payment Dates.

                  (a) Each Eurodollar Loan shall bear interest for each day
during each Interest Period with respect thereto at a rate per annum equal to
the Eurodollar Rate determined for such day plus the Applicable Margin.

                  (b) Each Alternate Base Rate Loan shall bear interest at a
rate per annum equal to the Alternate Base Rate plus the Applicable Margin.



                                       29
<PAGE>



                  (c) If all or a portion of (i) the principal amount of any
Revolving Credit Loan, (ii) any interest payable thereon or (iii) any commitment
fee or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum which is the higher of (A) the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section 4.4 plus 2% and (B) the Alternate Base Rate plus 1%, in each case from
the date of such non-payment until such amount is paid in full (as well after as
before judgment).

                  (d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section 4.4 shall be payable from time to time on demand.

         Section 4.5 Computation of Interest and Fees.

                  (a) Interest on Alternate Base Rate Loans, commitment fees and
interest on overdue interest, commitment fees and other amounts payable
hereunder shall be calculated on the basis of a 365- (or 366-, as the case may
be) day year for the actual days elapsed. Interest on Eurodollar Loans shall be
calculated on the basis of a 360-day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on a Loan resulting from a change in the Alternate Base Rate or the
Eurocurrency Reserve Requirements shall become effective as of the opening of
business on the day on which such change becomes effective. The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of the
effective date and the amount of each such change in interest rate.

                  (b) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to subsection
4.4(a).

         Section 4.6 Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
the Required Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost to such
Lenders (as conclusively certified by such Lenders) of making or maintaining
their affected Revolving Credit Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as Alternate Base Rate Loans, (y) any Revolving
Credit Loans that were to have been converted on the first day of



                                       30
<PAGE>



such Interest Period to Eurodollar Loans shall be converted to or continued as
Alternate Base Rate Loans and (z) any outstanding Eurodollar Loans shall be
converted, on the first day of such Interest Period, to Alternate Base Rate
Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans shall be made or continued as such, nor shall the
Borrower have the right to convert Revolving Credit Loans to Eurodollar Loans.

         Section 4.7 Pro Rata Treatment and Payments.

                  (a) Each borrowing by the Borrower from the Lenders hereunder,
each payment by the Borrower on account of any commitment fee hereunder and any
reduction of the Revolving Credit Commitments of the Lenders shall be made pro
rata according to the respective Commitment Percentages of the Lenders. Each
payment (including each prepayment) by the Borrower on account of principal of
and interest on the Revolving Credit Loans shall be made pro rata according to
the respective outstanding principal amounts of the Revolving Credit Loans then
held by the Lenders. All payments (including prepayments) to be made by the
Borrower hereunder and under the Revolving Credit Notes, whether on account of
principal, interest, fees or otherwise, shall be made without set off or
counterclaim and shall be made prior to 12:00 Noon, New York City time, on the
due date thereof to the Administrative Agent, for the account of the Lenders, at
the Administrative Agent's office specified in Section 11.2, in Dollars and in
immediately available funds. The Administrative Agent shall distribute such
payments to the Lenders promptly upon receipt in like funds as received. If any
payment hereunder (other than payments on the Eurodollar Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to
the next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension and with respect to payments of fees, such fees accruing during such
extension shall be payable on the next succeeding Business Day. If any payment
on a Eurodollar Loan becomes due and payable on a day other than a Working Day,
the maturity thereof shall be extended to the next succeeding Working Day unless
the result of such extension would be to extend such payment into another
calendar month, in which event such payment shall be made on the immediately
preceding Working Day.

                  (b) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a Borrowing Date that such Lender will not
make the amount that would constitute its Commitment Percentage of the borrowing
on such date available to the Administrative Agent, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent on such Borrowing Date, and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower a corresponding amount. If such
amount is made available to the Administrative Agent on a date after such
Borrowing Date, such Lender shall pay to the Administrative Agent on demand an
amount equal to the product of (i) the daily average Federal Funds Effective
Rate during such period, times (ii) the amount of such Lender's Commitment
Percentage of such borrowing, times (iii) a fraction the numerator of which is
the number of days that elapse from and including such Borrowing Date to the
date on which such Lender's Commitment Percentage of such borrowing shall have
become immediately available to the Administrative Agent and the denominator of
which is 360. A certificate of the Administrative Agent submitted to any Lender
with respect to any amounts owing under this Section 4.7 shall be conclusive in
the absence of manifest error. If such Lender's Commitment Percentage of such
borrowing is not in fact made available to the



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<PAGE>



Administrative Agent by such Lender within three Business Days of such Borrowing
Date, the Administrative Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to Alternate Base Rate Loans
hereunder, on demand, from the Borrower.

         Section 4.8 Illegality. Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Alternate Base Rate Loans to Eurodollar Loans shall forthwith be
cancelled and (b) such Lender's Revolving Credit Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Alternate Base
Rate Loans on the respective last days of the then current Interest Periods with
respect to such Revolving Credit Loans or within such earlier period as required
by law. If any such conversion of a Eurodollar Loan occurs on a day which is not
the last day of the then current Interest Period with respect thereto, the
Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to Section 4.11.

         Section 4.9 Requirements of Law.

                  (a) If the adoption of or any change in any Requirement of Law
or in the interpretation or application thereof or compliance by any Lender with
any request or directive (whether or not having the force of law) from any
central bank or other Governmental Authority made subsequent to the date hereof:

                           (i) shall subject any Lender to any tax of any kind
whatsoever with respect to this Agreement, any Revolving Credit Note, any Letter
of Credit, any Application or any Eurodollar Loan made by it, or change the
basis of taxation of payments to such Lender in respect thereof (except for
taxes covered by Section 4.10 and changes in the rate of tax on the overall net
income of such Lender);

                           (ii) shall impose, modify or hold applicable any
reserve, special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances, loans
or other extensions of credit by, or any other acquisition of funds by, any
office of such Lender which is not otherwise included in the determination of
the Eurodollar Rate hereunder; or

                           (iii) shall impose on such Lender any other
condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in the
Letters of Credit or to reduce any amount receivable hereunder in respect
thereof, then, in any such case, the Borrower shall promptly pay such Lender,
upon its demand, any additional amounts necessary to compensate such Lender for
such increased cost or reduced amount receivable. If any Lender becomes entitled
to claim any additional amounts pursuant to this Section 4.9, it shall promptly
notify the Borrower, through the Administrative Agent, of the event by reason of
which it has become so entitled. A certificate as to any additional amounts
payable pursuant to this Section 4.9 submitted by such



                                       32
<PAGE>



Lender, through the Administrative Agent, to the Borrower shall be conclusive in
the absence of manifest error. This covenant shall survive the termination of
this Agreement and the payment of the Revolving Credit Notes and all other
amounts payable hereunder.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under any Letter of Credit to a
level below that which such Lender or such corporation could have achieved but
for such change or compliance (taking into consideration such Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
such Lender to be material, then from time to time, after submission by such
Lender to the Borrower (with a copy to the Administrative Agent) of a written
request therefor, the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender for such reduction.

         Section 4.10 Taxes.

                  (a) All payments made by the Borrower under this Agreement and
the Revolving Credit Notes shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding, in the case of the Administrative
Agent and each Lender, net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or such Lender, as the
case may be, as a result of a present or former connection between the
jurisdiction of the government or taxing authority imposing such tax and the
Administrative Agent or such Lender (excluding a connection arising solely from
the Administrative Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or enforced, this Agreement or the
Revolving Credit Notes) or any political subdivision or taxing authority thereof
or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees,
deductions and withholdings being hereinafter called "Taxes"). If any Taxes are
required to be withheld from any amounts payable to the Administrative Agent or
any Lender hereunder or under the Revolving Credit Notes, the amounts so payable
to the Administrative Agent or such Lender shall be increased to the extent
necessary to yield to the Administrative Agent or such Lender (after payment of
all Taxes) interest or any such other amounts payable hereunder at the rates or
in the amounts specified in this Agreement and the Revolving Credit Notes.
Whenever any Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If the Borrower fails to pay any Taxes when due to the appropriate
taxing authority or fails to remit to the Administrative Agent the required
receipts or other required documentary evidence, the Borrower shall indemnify
the Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure. The



                                       33
<PAGE>



agreements in this Section 4.10 shall survive the termination of this Agreement
and the payment of the Revolving Credit Notes and all other amounts payable
hereunder.

                  (b) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                           (i) deliver to the Borrower and the Administrative
Agent (A) two duly completed copies of United States Internal Revenue Service
Form W8-ECI or W8-BEN, or successor applicable form, as the case may be, and (B)
an Internal Revenue Service Form W-8 or W-9, or successor applicable form, as
the case may be;

                           (ii) deliver to the Borrower and the Administrative
Agent two further copies of any such form or certification on or before the date
that any such form or certification expires or becomes obsolete and after the
occurrence of any event requiring a change in the most recent form previously
delivered by it to the Borrower; and

                           (iii) obtain such extensions of time for filing and
complete such forms or certifications as may reasonably be requested by the
Borrower or the Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Such Lender shall certify (i) in the case of a Form W8-ECI
or W8-BEN, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9, that it is entitled to an exemption from United
States backup withholding tax. Each Person that shall become a Lender or a
Participant pursuant to Section 11.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this Section 4.10, provided that in the case of a
Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.

         Section 4.11 Indemnity. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in payment when
due of the principal amount of or interest on any Eurodollar Loan, (b) default
by the Borrower in making a borrowing of, conversion into or continuation of
Eurodollar Loans after the Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (c) default by the Borrower in
making any prepayment after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (d) the making of a
prepayment of Eurodollar Loans on a day which is not the last day of an Interest
Period with respect thereto, including, without limitation, in each case, any
such loss or expense arising from the reemployment of funds obtained by it or
from fees payable to terminate the deposits from which such funds were obtained.
This covenant shall survive the termination of this Agreement and the payment of
the Revolving Credit Notes and all other amounts payable hereunder.



                                       34
<PAGE>
         Section 4.12 Lenders Obligation to Mitigate. Each Lender agrees that,
as promptly as practicable after it becomes aware that it has been or will be
affected by the occurrence of an event or the existence of a condition described
under Section 4.8 or subsection 4.9(a) or 4.10(a), it will, to the extent not
inconsistent with such Lender's internal policies, use its best efforts (a) to
provide written notice to the Borrower describing such condition and the
anticipated effect thereof and (b) to make, fund or maintain the affected
Eurodollar Loans of such Lender through another lending office of such Lender if
as a result thereof the additional moneys which would otherwise be required to
be paid in respect of such Revolving Credit Loans pursuant to Section 4.8 or
subsection 4.9(a) or 4.10(a) would be materially reduced or the illegality or
other adverse circumstances which would otherwise require such payment pursuant
to Section 4.8 or subsection 4.9(a) or 4.10(a) would cease to exist and if, as
determined by such Lender, in its sole discretion, the making, funding or
maintaining of such Revolving Credit Loans through such other lending office
would not otherwise adversely affect such Revolving Credit Loans or such Lender.
The Borrower hereby agrees to pay all reasonable expenses incurred by any Lender
in utilizing another lending office of such Lender pursuant to this Section
4.12.

         Section 4.13 Certain Permitted Transactions. Notwithstanding any
provision in the Loan Documents and without increasing the obligations of the
Lenders under Articles II and III of this Agreement, EPEPC, the Borrower and its
Subsidiaries shall have the right to consummate any of the following
transactions:

                  (a) Petal Gas Storage Facilities. A sale leaseback arrangement
with respect to the Petal Gas Storage Facilities and intended improvements to be
made thereto in connection with the Firm Storage Services Agreement dated as of
December 22, 2000 by and between Petal Gas Storage and Southern Company
Services, Inc., provided that the obligations under such arrangement or
guarantee shall not exceed $140,000,000.

                  (b) Argo Financing Transactions.

                           (i) the contribution by the Borrower and the
Restricted Subsidiaries to the Argo Unrestricted Subsidiaries of up to
$50,000,000, in the aggregate, of cash and other assets relating to the Prince
Project;

                           (ii) the pledge by the Borrower and the Restricted
Subsidiaries of their equity interests in the Argo Unrestricted Subsidiaries to
secure indebtedness of the Argo Unrestricted Subsidiaries; and

                           (iii) the incurrence by the Borrower and the
Restricted Subsidiaries of the Argo Clawback, and the securing of the Argo
Clawback obligations by the Collateral on a pari passu basis with the
Obligations, subject to the Intercreditor Agreement.

                  (c) Contribution of Non-Managing Interest. The contribution by
EPEPC to the Borrower of EPEPC's approximately one percent non-managing interest
in Crystal Holdings, Delos, EP Deepwater, EP Operating, EP Transport, Ewing
Bank, Flextrend, Green Canyon, Manta Ray, Poseidon, VK Main Pass and VK
Deepwater pursuant to the Purchase and Sale Agreement dated as of May 1, 2001 by
and between EPEPC and the Borrower.



                                       35
<PAGE>



         Section 4.14 Acquisition; Disposition; Redesignation. If the Borrower
         or any of its Restricted Subsidiaries acquires any Acquired Business or
         makes any sale or disposition of any assets or property having a value
         in excess of $20,000,000 pursuant to subsection 8.6(b) or 8.6(e) or
         there is a Redesignation of any Subsidiary during any Calculation
         Period, Consolidated EBITDA, Consolidated Tangible Net Worth,
         Consolidated Interest Expense, Consolidated Total Senior Indebtedness
         and Consolidated Total Indebtedness for such Calculation Period will be
         determined on a pro forma basis as if such Acquired Business were
         acquired, such assets or property was sold or disposed of or such
         Redesignation occurred, on the first day thereof. Such pro forma
         adjustments will be subject to delivery to the Administrative Agent of
         a certificate of a Responsible Officer of the Borrower. Such
         certificate may be delivered at any time with respect to any
         Redesignation and at any time after the last day of the first fiscal
         quarter of the Borrower to end after the related acquisition date with
         respect to any Acquired Business or the related disposition date with
         respect to any such sale or disposition. Each such certificate shall be
         accompanied by supporting information and calculations with respect to
         each such Acquired Business, sale or disposition or Redesignation and
         such other information as any Lender, through the Administrative Agent,
         may reasonably request. For purposes of determining satisfaction of
         Section 6.2(d), effect shall be given on the date of determination to
         pro forma adjustments as described in this Section 4.14 with respect to
         any Acquired Business that has been acquired as of such date.


         Section 4.15 Redesignated Senior Indebtedness. The Borrower and the
Co-Borrower hereby designate all Obligations of the Borrower and its
Subsidiaries (including the Co-Borrower) under this Agreement and the other Loan
Documents as Designated Senior Debt, as such term is defined in the Senior
Subordinated Note Indentures.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Revolving Credit Loans and issue or participate in the
Letters of Credit, the Borrower hereby represents and warrants to the
Administrative Agent and each Lender that:

         Section 5.1 Financial Condition. The consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at December 31, 2000, and the
related consolidated statements of operations and of cash flows for the fiscal
year ended December 31, 2000, reported on by PricewaterhouseCoopers LLP, copies
of which have heretofore been furnished to each Lender, present fairly the
consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the year then ended. The consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at March 31,
2001 and the related consolidated statements of operations and of cash flows for
the three months ended March 31, 2001, copies of which have heretofore been
furnished to each Lender, present fairly the consolidated financial condition of
the Borrower and its consolidated Subsidiaries as at such date, and the
consolidated results of their operations and their consolidated cash flows for
the three-month period then ended. All such financial statements, including the
related schedules and notes thereto, have been prepared



                                       36
<PAGE>



in accordance with GAAP applied consistently throughout the periods involved
(except as approved by such accountants and as disclosed therein and, with
respect to the March 31, 2001 financial statements, for the absence of footnotes
and year-end adjustments). Except as set forth on Schedule 5.1 or as permitted
by subsection 8.4(c), neither the Borrower nor any of its consolidated
Subsidiaries had, at the date of the most recent balance sheet referred to
above, any material Guarantee Obligation, contingent liability or liability for
taxes, or any long-term lease or unusual forward or long-term commitment,
including, without limitation, any interest rate or foreign currency swap or
exchange transaction, which is not reflected in the foregoing statements or in
the notes thereto. Except as set forth on Schedule 5.1, during the period from
March 31, 2001 to and including the Closing Date there has been no sale,
transfer or other disposition by the Borrower or any of its consolidated
Subsidiaries of any material part of its business or property and no purchase or
other acquisition of any business or property (including any capital stock of
any other Person) material in relation to the consolidated financial condition
of the Borrower and its consolidated Subsidiaries at March 31, 2001.

         Section 5.2 No Change. Since December 31, 2000 (a) there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect and (b) no dividends or other distributions have been
declared, paid or made upon the Capital Stock of the Borrower except as
permitted by Section 8.7, nor has any of the Capital Stock of the Borrower been
redeemed, retired, purchased or otherwise acquired for value by the Borrower or
any of its Subsidiaries.

         Section 5.3 Existence; Compliance with Law. Each of the Borrower and
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation, limited
partnership or limited liability company, as the case may be, and, where
applicable, in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law except to the extent that the failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         Section 5.4 Power; Authorization; Enforceable Obligations.

                  (a) The Borrower has the power and authority, and the legal
right, to make, deliver and perform this Agreement, the Revolving Credit Notes
and the other Loan Documents to which it is a party and to borrow hereunder and
has taken all necessary action to authorize the borrowings on the terms and
conditions of this Agreement and the Revolving Credit Notes and to authorize the
execution, delivery and performance of this Agreement, the Revolving Credit
Notes and the other Loan Documents to which it is a party. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of this Agreement or the Revolving Credit Notes or the
Applications. This Agreement has been, and each Revolving Credit Note and the
Applications will be, duly executed and delivered on behalf of the Borrower.
This Agreement constitutes, and each Revolving Credit Note and each other Loan
Document to which the Borrower is a party



                                       37
<PAGE>



when executed and delivered will constitute, a legal, valid and binding
obligation of the Borrower enforceable against the Borrower in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  (b) Each of the Subsidiary Guarantors has the power and
authority, and the legal right, to make, deliver and perform the Loan Documents
to which it is a party and has taken all necessary action to authorize the
execution, delivery and performance of the Loan Documents to which it is a
party. No consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Loan Documents to which such
Subsidiary Guarantor is a party. Each of the Loan Documents to which such
Subsidiary Guarantor is a party will be duly executed and delivered on behalf of
such Subsidiary Guarantor. Each Loan Document to which such Subsidiary Guarantor
is a party will, when executed and delivered, constitute a legal, valid and
binding obligation of such Subsidiary Guarantor enforceable against such
Subsidiary Guarantor in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).

         Section 5.5 No Legal Bar. The execution, delivery and performance of
this Agreement, the Revolving Credit Notes and the other Loan Documents, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of any Loan Party, or, to the best
knowledge of the Borrower, any Joint Venture any of the interests in which is
owned by a Restricted Subsidiary, and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation.

         Section 5.6 No Material Litigation. Except as set forth on Schedule
5.6, no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of its Subsidiaries, or, to the
best knowledge of the Borrower, any Joint Venture any of the interests in which
is owned by a Restricted Subsidiary, or against any of its or their respective
properties or revenues (a) with respect to this Agreement, the Revolving Credit
Notes or any of the other Loan Documents or any of the transactions contemplated
hereby or thereby, or (b) which could reasonably be expected to have a Material
Adverse Effect.

         Section 5.7 No Default. No Loan Party, and, to the best knowledge of
the Borrower, no Joint Venture any of the interests in which is owned by a
Restricted Subsidiary, is in default under or with respect to any of its
Contractual Obligations in any respect which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

         Section 5.8 Ownership of Property; Liens. Each of the Borrower and its
Restricted Subsidiaries has good record and marketable title in fee simple to,
or a valid leasehold interest in,



                                       38
<PAGE>


all its real property necessary for its operations as then conducted, and good
title to, or a valid leasehold interest in, all its other property, and none of
such property necessary for its operations as then conducted is subject to any
Lien except as permitted by Section 8.3.

         Section 5.9 Intellectual Property. The Borrower and each of its
Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not have a Material Adverse Effect (the "Intellectual Property"). No
claim has been asserted and is pending by any Person challenging or questioning
the use of any such Intellectual Property or the validity or effectiveness of
any such Intellectual Property, nor does the Borrower know of any valid basis
for any such claim. The use of such Intellectual Property by the Borrower and
its Restricted Subsidiaries does not infringe on the rights of any Person,
except for such claims and infringements that, in the aggregate, do not have a
Material Adverse Effect.

         Section 5.10 No Burdensome Restrictions. The Borrower, in good faith,
does not believe any Requirement of Law or Contractual Obligation of the
Borrower or any of its Restricted Subsidiaries could reasonably be expected to
have a Material Adverse Effect.

         Section 5.11 Taxes. Each of the Borrower and its Subsidiaries has filed
or caused to be filed all tax returns which, to the knowledge of the Borrower,
are required to be filed and has paid all taxes shown to be due and payable on
said returns or on any assessments made against it or any of its property and
all other taxes, fees or other charges imposed on it or any of its property by
any Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower or its Subsidiaries, as the case may be); no tax Lien has
been filed, and, to the knowledge of the Borrower, no claim is being asserted,
with respect to any such tax, fee or other charge.

         Section 5.12 Federal Regulations. No part of the proceeds of any
Revolving Credit Loans will be used for "purchasing" or "carrying" any "margin
stock" within the respective meanings of each of the quoted terms under
Regulation U of the Board of Governors of the Federal Reserve System as now and
from time to time hereafter in effect or for any purpose which violates the
provisions of the Regulations of such Board of Governors. If requested by any
Lender or the Administrative Agent, the Borrower will furnish to the
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said Regulation
U.

         Section 5.13 ERISA. No Loan Party has or is a party to, or has any
matured or contingent obligations under, any Plans.

         Section 5.14 Investment Company Act; Other Regulations. The Borrower is
not an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
The Borrower is not subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.



                                       39
<PAGE>
         Section 5.15 Subsidiaries. The Persons set forth on Schedule 5.15
constitute all of the Subsidiaries of the Borrower, and all Joint Ventures in
which the Borrower owns any interest, as of the Closing Date, and the percentage
of the equity interests owned by the Borrower in each such Person as of such
date. Except for the Argo Unrestricted Subsidiaries, each of the Subsidiaries
listed on Schedule 5.15 is as of the Closing Date a Restricted Subsidiary.

         Section 5.16 Purpose of Revolving Credit Loans, Letters of Credit. The
proceeds of the Revolving Credit Loans shall be used by the Borrower (a) to
refinance Indebtedness under the Existing Credit Agreement and (b) for general
corporate purposes. The Letters of Credit shall be used for the purposes
described in subsection 3.1(b).

         Section 5.17 Environmental Matters. Except as set forth on Schedule
5.17:

                  (a) To the best knowledge of the Borrower, the Properties do
not contain, and have not previously contained, any Materials of Environmental
Concern in amounts or concentrations which (i) constitute or constituted a
violation of, or (ii) give rise to liability under, any Environmental Law,
except in either case insofar as such violation or liability, or any aggregation
thereof, could not reasonably be expected to result in the payment of a Material
Environmental Amount.

                  (b) To the best knowledge of the Borrower, the Properties and
all operations at the Properties are in compliance, and have in the period
commencing six months prior to the date hereof been in compliance, in all
material respects with all applicable Environmental Laws, and there is no
contamination at, under or about the Properties or violation of any
Environmental Law with respect to the Properties or the business operated by the
Borrower or any of its Subsidiaries or any Joint Venture (the "Business") which
could materially interfere with the continued operation of any material Property
or which could reasonably be expected to have a Material Adverse Effect.

                  (c) Neither the Borrower nor any of its Subsidiaries nor, to
the best knowledge of the Borrower, any Joint Venture has received any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the Business, nor does the Borrower have
knowledge or reason to believe that any such notice will be received or is being
threatened except insofar as such notice or threatened notice, or any
aggregation thereof, does not involve a matter or matters that is or could
reasonably be expected to result in the payment of a Material Environmental
Amount.

                  (d) To the best knowledge of the Borrower, Materials of
Environmental Concern have not been transported or disposed of from the
Properties in violation of, or in a manner or to a location which could
reasonably be expected to give rise to liability under, any Environmental Law,
nor have any Materials of Environmental Concern been generated, treated, stored
or disposed of at, on or under any of the Properties in violation of, or in a
manner that could reasonably be expected to give rise to liability under, any
applicable Environmental Law except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, could not reasonably
be expected to result in the payment of a Material Environmental Amount.



                                       40
<PAGE>



                  (e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Borrower, threatened, under any
Environmental Law to which the Borrower or any Subsidiary, or, to the best
knowledge of the Borrower, any Joint Venture, is or will be named as a party
with respect to the Properties or the Business, nor are there any consent
decrees or other decrees, consent orders, administrative orders or other orders,
or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business except insofar
as such proceeding, action, decree, order or other requirement, or any
aggregation thereof, could not reasonably be expected to result in the payment
of a Material Environmental Amount.

                  (f) To the best knowledge of the Borrower, there has been no
release or threat of release of Materials of Environmental Concern at or from
the Properties, or arising from or related to the operations of the Borrower or
any Subsidiary or any Joint Venture, in connection with the Properties or
otherwise in connection with the Business, in violation of or in amounts or in a
manner that could give rise to liability under Environmental Laws except insofar
as any such violation or liability referred to in this paragraph, or any
aggregation thereof, could not reasonably be expected to result in the payment
of a Material Environmental Amount.

                  (g) There are no Liens arising under or pursuant to any
Environmental Laws on any of the real properties or properties owned or leased
by any Loan Party, and no government actions have been taken or are in process
which could subject any of such properties to such Liens and no Loan Party would
be required to place any notice or restriction relating to the presence of
Hazardous Materials at any properties owned by it in any deed to such
properties.

                  (h) There have been no environmental investigations, studies,
audits, tests, reviews or other analyses conducted by or which are in the
possession of any Loan Party in relation to any properties or facility now or
previously owned or leased by any Loan Party which have not been made available
to the Lenders.

         Section 5.18 Accuracy and Completeness of Information. The factual
statements contained in the financial statements (other than financial
projections) referred to in Section 5.1, the Loan Documents, the Confidential
Information Memorandum dated April 2001 and any other certificates or documents
furnished or to be furnished (but only, with respect to documents furnished
after the Closing Date, documents provided pursuant to subsection 7.2(d)) to the
Administrative Agent or the Lenders from time to time in connection with this
Agreement, taken as a whole, do not and will not, to the knowledge of the
Borrower, as of the date when made, contain any untrue statement of a material
fact or omit to state a material fact (other than omissions that pertain to
matters of a general economic nature, matters generally known to the
Administrative Agent or matters of public knowledge that generally affect any of
the industry segments included in the Business of the Borrower, its Subsidiaries
or any Joint Venture) necessary in order to make the statements contained
therein not misleading in light of the circumstances in which the same were
made, such knowledge qualification being given only with respect to factual
statements made by Persons other than the Borrower, and all financial
projections contained in any such document or certificate have been prepared in
good faith based upon assumptions believed by the Borrower to be reasonable.



                                       41
<PAGE>
         Section 5.19 Security Documents. The Pledge Agreements are each
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Lenders, a legal, valid and enforceable security interest in the
respective Interests described therein and proceeds thereof, and the Pledge
Agreements each constitute a fully perfected first Lien on, and security
interest in, all right, title and interest of the Borrower and EPEPC,
respectively, in such Interests and Pledged Certificates and in proceeds thereof
superior in right to any other Person. Each Security Agreement is effective to
create in favor of the Administrative Agent, for the ratable benefit of the
Lenders, a legal, valid and enforceable security interest in the respective
collateral described therein and proceeds thereof, and the Security Agreements
constitute fully perfected, first priority Liens on, and security interests in
(subject to the Liens permitted pursuant to Section 8.3), all right, title and
interest of the Borrower and the Subsidiary Guarantors in such collateral and
the proceeds thereof superior in right to any other Person other than Liens
permitted hereby.

         Section 5.20 Joint Venture Charters, Management Agreement, etc.

                  (a) As of the Closing Date, the Administrative Agent has
received, with a copy for each Lender, a complete copy of each of the Joint
Venture Charters of each Joint Venture any of the interests in which is owned by
a Restricted Subsidiary and all amendments thereto, waivers relating thereto and
other side letters or agreements affecting the terms thereof.

                  (b) As of the Closing Date, the Administrative Agent has
received a complete copy of the Partnership Agreement, the Management Agreement,
the El Paso Agreement and each credit agreement to which any Joint Venture any
of the interests in which is owned by a Restricted Subsidiary is a party
(including all exhibits, schedules and disclosure letters referred to therein or
delivered pursuant thereto, if any) and all amendments thereto, waivers,
relating thereto and other side letters or agreements affecting the terms
thereof (collectively, such agreements and documents described in paragraphs (a)
and (b) of this Section 5.20 are referred to as the "Documents"). None of the
Documents has been amended or supplemented, nor have any of the provisions
thereof been waived, except (i) pursuant to a written agreement or instrument
which has heretofore been consented to in writing by the Required Lenders or
(ii) in accordance with the provisions of this Agreement.

                  (c) Except as disclosed on Schedule 5.6, each of the Documents
has been duly executed and delivered by each of the Borrower and its
Subsidiaries party thereto and, to the Borrower's knowledge, by each of the
other parties thereto, is in full force and effect and constitutes a legal,
valid and binding enforceable obligation of each of the Borrower and its
Subsidiaries party thereto and, to the Borrower's knowledge, each other party
thereto. None of the Borrower or any of its Subsidiaries party to any of the
Documents, is in default in the performance of any of its obligations thereunder
in any material respect which would give any other party to such Document a
right to accelerate payment of amounts due under, or terminate, such Document.

         Section 5.21 Senior Debt. The Obligations constitute "Senior Debt" of
the Borrower under and as defined in the Senior Subordinated Note Indentures.
The obligations of each Subsidiary Guarantor under the Loan Documents to which
it is a party constitute "Guarantor Senior Debt" of such Subsidiary Guarantor
under and as defined in the Senior Subordinated Note Indentures.



                                       42
<PAGE>



                                   ARTICLE VI
                              CONDITIONS PRECEDENT

         Section 6.1 Conditions to Initial Extensions of Credit. The agreement
of each Lender to make the initial extension of credit requested to be made by
it is subject to the satisfaction, immediately prior to or concurrently with the
making of such extension of credit on the Closing Date, of the following
conditions precedent:

                  (a) Loan Documents. The Administrative Agent shall have
received (i) this Agreement, executed and delivered by a duly authorized officer
of the Borrower and the Co-Borrower, (ii) for the account of each Lender which
requests the same, a Revolving Credit Note executed and delivered by a duly
authorized officer of the Borrower and the Co-Borrower, and (iii) a confirmation
of each of the Guarantees and Security Documents, executed and delivered by a
duly authorized officer of each Loan Party thereto and satisfactory in form to
the Administrative Agent.

                  (b) Related Agreements. The Administrative Agent shall have
received true and correct copies, certified as to authenticity by the Borrower,
of the Partnership Agreement, the certificate of limited partnership of the
Borrower, the Management Agreement, the El Paso Agreement, the limited liability
company agreement, or certificate of incorporation and by-laws, as the case may
be, of each Subsidiary, the Joint Venture Charter of each Joint Venture and each
agreement evidencing, securing or under which is issued Indebtedness of any of
the Joint Ventures under their respective credit facilities, and such other
documents or instruments as may be reasonably requested by the Administrative
Agent, including, without limitation, a copy of any debt instrument, security
agreement or other material contract to which any Joint Venture may be a party.

                  (c) Borrowing Certificate. The Administrative Agent shall have
received a certificate of the Borrower, dated the Closing Date, substantially in
the form of Exhibit L, with appropriate insertions and attachments, satisfactory
in form and substance to the Administrative Agent, executed by the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Treasurer or any Vice President of the Borrower and the Secretary or any
Assistant Secretary of the Borrower.

                  (d) Partnership Proceedings of the Borrower. The
Administrative Agent shall have received a copy of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the Board of Directors of
the General Partner authorizing on behalf of the Borrower (i) the execution,
delivery and performance of this Agreement, the Revolving Credit Notes and the
other Loan Documents to which the Borrower is a party, (ii) the borrowings
contemplated hereunder and (iii) the granting by the Borrower of the Liens
created pursuant to the Security Documents to which it is a party, certified by
the Secretary or an Assistant Secretary of the General Partner on behalf of the
Borrower as of the Closing Date, which certificate shall be in form and
substance satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked or
rescinded.

                  (e) Borrowers Incumbency Certificate. The Administrative Agent
shall have received a certificate of the Borrower and the Co-Borrower, dated the
Closing Date, as to the



                                       43
<PAGE>



incumbency and signature of the officers of the Borrower and the Co-Borrower,
respectively, executing any Loan Document, satisfactory in form and substance to
the Administrative Agent, executed by the Chief Executive Officer, Chief
Operating Officer, Chief Financial Officer, President, Treasurer or any Vice
President and the Secretary or any Assistant Secretary of the Borrower and the
Co-Borrower, respectively.

                  (f) Corporate Proceedings of Co-Borrower. The Administrative
Agent shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of the
Co-Borrower authorizing (i) the execution, delivery and performance of the Loan
Documents to which the Co-Borrower is a party and (ii) the granting by it of the
Liens created pursuant to the Security Documents to which it is a party,
certified by the Secretary or an Assistant Secretary of the Co-Borrower as of
the Closing Date, which certificate shall be in form and substance satisfactory
to the Administrative Agent and shall state that the resolutions thereby
certified have not been amended, modified, revoked or rescinded.

                  (g) Corporate Proceedings of EPEPC. The Administrative Agent
shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Board of Directors of EPEPC
authorizing (i) the execution, delivery and performance of the Loan Documents to
which EPEPC is a party and (ii) the granting by it of the Liens created pursuant
to the Security Documents to which it is a party, certified by the Secretary or
an Assistant Secretary of EPEPC as of the Closing Date, which certificate shall
be in form and substance satisfactory to the Administrative Agent and shall
state that the resolutions thereby certified have not been amended, modified,
revoked or rescinded.

                  (h) EPEPC Incumbency Certificate. The Administrative Agent
shall have received a certificate of EPEPC, dated the Closing Date, as to the
incumbency and signature of the officers of EPEPC executing any Loan Document,
satisfactory in form and substance to the Administrative Agent, executed by the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Treasurer or any Vice President and the Secretary or any Assistant
Secretary of EPEPC.

                  (i) Proceedings of Subsidiaries. The Administrative Agent
shall have received a copy of the resolutions, in form and substance
satisfactory to the Administrative Agent, of the Managing Member or the Board of
Directors, as applicable, of each Subsidiary of the Borrower which is a party to
a Loan Document authorizing (i) the execution, delivery and performance of the
Loan Documents to which it is a party and (ii) the granting by it of the Liens
created pursuant to the Security Documents to which it is a party, certified by
the Secretary or an Assistant Secretary of such Subsidiary as of the Closing
Date, which certificate shall be in form and substance satisfactory to the
Administrative Agent and shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded.

                  (j) Subsidiary Incumbency Certificates. The Administrative
Agent shall have received a certificate of each Subsidiary of the Borrower which
is a Loan Party, dated the Closing Date, as to the incumbency and signature of
the officers of such Subsidiary executing any Loan Document, satisfactory in
form and substance to the Administrative Agent, executed by the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President,



                                       44
<PAGE>



Treasurer or any Vice President and the Secretary or any Assistant Secretary of
each such Subsidiary.

                  (k) Corporate Documents. The Administrative Agent shall have
received true and complete copies of the certificate of incorporation and
by-laws of EPEPC and the Co-Borrower and the certificate of formation or
certificate of incorporation, as the case may be, of each Subsidiary of the
Borrower, certified as of the Closing Date as complete and correct copies
thereof by the Secretary or an Assistant Secretary of EPEPC, the Co-Borrower or
such Subsidiary, as the case may be.

                  (l) Consents, Licenses and Approvals. The Administrative Agent
shall have received, with a counterpart for each Lender, a certificate of a
Responsible Officer of the Borrower (i) attaching copies of all consents,
authorizations and filings referred to in Section 5.4, and (ii) stating that
such consents, licenses and filings are in full force and effect, and each such
consent, authorization and filing shall be in form and substance satisfactory to
the Administrative Agent.

                  (m) Fees. The Administrative Agent and each Lender shall have
received the fees to be received on the Closing Date as separately agreed to
between each of them and the Borrower.

                  (n) Legal Opinion. The Administrative Agent shall have
received, with a counterpart for each Lender, the executed legal opinion of
Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel to the Borrower and the other
Loan Parties, addressed to the Administrative Agent and each Lender in form and
substance reasonably satisfactory to the Administrative Agent.

                  (o) Pledged Stock; Stock Powers. The Administrative Agent
shall have received the certificates, if any, representing the shares and
limited liability company interests pledged pursuant to each of the Pledge
Agreements, together with an undated stock power for each such certificate
executed in blank by a duly authorized officer of the pledgor thereof. Each
Instruction to Register Pledge referred to in such Pledge Agreements shall have
been delivered to the Borrower and its Subsidiaries, and each Initial
Transaction Statement referred to in such Pledge Agreements shall have been
delivered to the Administrative Agent, as are required by any of the Pledge
Agreements.

                  (p) Actions to Perfect Liens. The Administrative Agent shall
have received evidence in form and substance satisfactory to it that all
filings, recordings, registrations and other actions, including, without
limitation, the filing of duly executed financing statements on form UCC-1 and
amendments to financing statements on form UCC-3, necessary or, in the opinion
of the Administrative Agent, desirable to perfect the Liens created by the
Security Documents shall have been completed.

                  (q) Insurance.

                           (i) The Administrative Agent shall have received
evidence in form and substance satisfactory to it and all of the requirements of
Section 7.5 shall have been satisfied.



                                       45
<PAGE>



                           (ii) The Lenders shall have received a schedule
detailing, and shall be satisfied with, the amount, coverage and carriers of the
insurance carried by the Borrower, the Restricted Subsidiaries and EPEPC.

                  (r) Good Standing Certificates. The Administrative Agent shall
have received copies of certificates dated as of a recent date from the
Secretary of State or other appropriate authority of such jurisdiction,
evidencing the good standing of the Borrower and each other Loan Party in each
state where the ownership, lease or operation of property or the conduct of
business requires it to qualify as a foreign corporation, partnership or limited
liability company, as the case may be.

                  (s) Senior Subordinated Notes. The Borrower shall have
reasonably demonstrated to the Administrative Agent, in a certificate delivered
by a Responsible Officer of the Borrower, that the Obligations and the
guarantees thereof under the Loan Documents are permitted under the Senior
Subordinated Note Indentures and constitute "Senior Debt," as applicable, under
the Senior Subordinated Note Indentures.

                  (t) Litigation, Etc. No suit, action, investigation, inquiry
or other proceeding (including, without limitation, the enactment or
promulgation of a statute or rule) by or before any arbitrator or any
Governmental Authority shall be pending and no preliminary or permanent
injunction or order by a state or federal court shall have been entered (i) in
connection with any Loan Document or any of the transactions contemplated hereby
or thereby or (ii) which, in any such case could have a Material Adverse Effect.

                  (u) Consents. All material governmental and third party
approvals (or arrangements satisfactory to the Lenders in lieu of such
approvals) necessary or advisable in connection with the transactions and
financings contemplated hereby and by the other Loan Documents and the
continuing operations of the Borrower, the Subsidiaries and the Joint Ventures
(including, without limitation, any consent of other partners of and lenders to
any Joint Venture) shall have been obtained and be in full force and effect.

                  (v) Material Adverse Effect. No event which has or could have
a Material Adverse Effect shall have occurred.

                  (w) Financial Statements. The Administrative Agent shall have
received, with a counterpart for each Lender, complete copies of the financial
statements described in Section 5.1.

                  (x) Commodity Hedging Program. The Administrative Agent shall
have received, with a counterpart for each Lender, a report on the status of the
Commodity Hedging Programs of the Borrower covering the Borrower's interest in
production from the Subject Properties in amounts and for periods reasonably
satisfactory to the Administrative Agent.

                  (y) Accrued Interest and Fees. The Borrower shall have paid to
the Administrative Agent all unpaid interest, commitment fees and letter of
credit commissions accrued under the Existing Credit Agreement through the
Closing Date.



                                       46
<PAGE>



                  (z) Reallocation of Revolving Credit Loans; Assignments. The
Lenders shall have reallocated the Revolving Credit Loans outstanding under this
Agreement immediately prior to the Closing Date, and the Lenders and the lenders
under the Existing Credit Agreement shall be deemed to have made such
assignments of the Revolving Credit Commitments among themselves, as directed by
the Administrative Agent in order to reflect the Revolving Credit Commitments
under this Agreement.

                  (aa) Additional Matters. All corporate, company, partnership
and other proceedings, and all documents, instruments and other legal matters in
connection with the transactions contemplated by this Agreement and the other
Loan Documents shall be reasonably satisfactory in form and substance to the
Lenders, and the Lenders shall have received such other documents and legal
opinions in respect of any aspect or consequence of the transactions
contemplated hereby or thereby as any of them shall reasonably request.

         Section 6.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit (including the renewal or extension
of a Letter of Credit) requested to be made by it on any date (including,
without limitation, its initial extension of credit) is subject to the
satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
representations and warranties made by the Borrower and the other Loan Parties
in or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date (unless such
representations and warranties are stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date).

                  (b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the extensions
of credit requested to be made on such date.

                  (c) Additional Matters. The Administrative Agent shall have
received such other documents and legal opinions in respect of any aspect or
consequence of the transactions contemplated hereby or by the other Loan
Documents as it shall reasonably request.

                  (d) At the time of and immediately after giving effect to such
extension of credit, (i) the ratio of (A) Consolidated Total Senior Indebtedness
at such date to (B) the Consolidated EBITDA for the most recent Calculation
Period together with the period from the last day of the most recent Calculation
Period to the date of such extension of credit shall not exceed 3.25 to 1.0. and
(ii) the ratio of (X) Consolidated Total Indebtedness at such date to (Y) the
Consolidated EBITDA for the most recent Calculation Period together with the
period from the last day of the most recent Calculation Period to the date of
such extension of credit shall not exceed 5.0 to 1.0.

Each borrowing by the Borrower hereunder, and each issuance or renewal or
extension of a Letter of Credit hereunder, shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit or such
conversion that the conditions contained in this Section 6.2 have been
satisfied; provided that with respect to paragraph (d) above, such



                                       47
<PAGE>



representation and warranty shall be made by the Borrower in good faith based
upon assumptions believed by the Borrower to be reasonable.

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Revolving Credit
Commitments remain in effect, any Revolving Credit Note or any Letter of Credit
remains outstanding and unpaid or any other amount is owing to any Lender, the
Administrative Agent hereunder, the Borrower shall and (except in the case of
delivery of financial information, reports and notices) shall cause each of its
Restricted Subsidiaries and, with respect to Sections 7.3 and 7.11, each of its
Unrestricted Subsidiaries, to:

         Section 7.1 Financial Statements. Furnish to the Administrative Agent,
with copies for the Lenders:

                  (a) as soon as available, but in any event within 90 days
after the end of each fiscal year of the Borrower, a copy of the consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at the end of
such year and the related consolidated statements of income and retained
earnings and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year, reported on without a "going
concern" or like qualification or exception, or qualification arising out of the
scope of the audit, by PricewaterhouseCoopers LLP or other independent certified
public accountants of nationally recognized standing;

                  (b) as soon as available, but in any event not later than 45
days after the end of each of the first three quarterly periods of each fiscal
year of the Borrower, the unaudited consolidated and consolidating balance sheet
of the Borrower and its consolidated Subsidiaries as at the end of such quarter
and the related unaudited consolidated and consolidating statements of income
and retained earnings and of cash flows of the Borrower and its consolidated
Subsidiaries for such quarter and the portion of the fiscal year through the end
of such quarter, setting forth in each case in comparative form the figures for
the previous year, certified by a Responsible Officer as being fairly stated in
all material respects when considered in relation to the consolidated and
consolidating financial statements of the Borrower and its consolidated
Subsidiaries (subject to normal year-end audit adjustments);

                  (c) concurrently with the delivery of the financial statements
for any fiscal year described in paragraph (a) of this Section 7.1, the
unaudited consolidating balance sheets of the Borrower and its consolidated
Subsidiaries as at the end of such fiscal year and the related unaudited
consolidating statements of income and retained earnings and of cash flows of
the Borrower and its consolidated Subsidiaries for such fiscal year, setting
forth in each case in comparative form the figures for the previous year,
certified by a Responsible Officer as being fairly stated in all material
respects when considered in relation to the consolidating financial statements
of the Borrower and its consolidated Subsidiaries;

                  (d) as soon as available, but in any event within 120 days
after the end of each fiscal year of each material Joint Venture any of the
interests in which is owned by a Restricted



                                       48
<PAGE>



Subsidiary, a copy of the audited balance sheet of such Joint Venture, as at the
end of such year and the related unaudited statements of income and retained
earnings and of cash flows of such Joint Venture, for such year, setting forth
in each case in a comparative form the figures for the previous year, reported
on without a "going concern" or like qualification or exception, or
qualification arising out of the scope of the audit, by independent certified
public accountants of nationally recognized standing; and

                  (e) concurrently with the delivery of the financial statements
referred to in subsection 7.1(b), the unaudited balance sheet of each Joint
Venture any of the interests in which is owned by a Restricted Subsidiary, as at
the end of each such quarter of such Joint Venture, and the related unaudited
consolidated statements of income and retained earnings and of cash flows of
such Joint Venture, for such month and the portion of the fiscal year through
the end of such month, setting forth in each case in comparative form the
figures for the previous year, in each case received by the Borrower or any of
its Subsidiaries during such fiscal quarter;

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and (except for the
financial statements of any Joint Venture) in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may be, and
disclosed therein and, with respect to unaudited interim financial statements,
for the absence of footnotes and year-end adjustments).

         Section 7.2 Certificates; Other Information. Furnish to the
Administrative Agent, with copies for the Lenders:

                  (a) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a), a certificate of the independent certified
public accountants reporting on such financial statements stating that in making
the examination necessary therefor no knowledge was obtained of any Default or
Event of Default relating to accounting issues, except as specified in such
certificate;

                  (b) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and 7.1(b), a certificate of a Responsible
Officer of the Borrower, (i) stating that, to the best of such Officer's
knowledge, the Borrower and its Subsidiaries during such period have observed or
performed all of their respective covenants and other agreements, and satisfied
every condition, contained in this Agreement and in the Revolving Credit Notes
and the other Loan Documents to be observed, performed or satisfied by them, and
that such Officer has obtained no knowledge of any Default or Event of Default
except as specified in such certificate, and (ii) setting forth in reasonable
detail the calculation of the covenants set forth in Section 8.1 for the
Calculation Period ending on the last day of such fiscal quarter;

                  (c) not later than thirty days after the beginning of each
fiscal year of the Borrower, a copy of the projections by the Borrower of the
operating budget and cash flow budget of the Borrower for such fiscal year, such
projections to be accompanied by a certificate of a Responsible Officer to the
effect that such projections have been prepared on the basis of sound financial
planning practice and that such Officer has no reason to believe they are
incorrect or misleading in any material respect;



                                       49
<PAGE>



                  (d) within five days after the same are sent, copies of all
financial statements and reports which the Borrower sends to the holders of its
Capital Stock, and within five days after the same are filed, copies of all
financial statements and reports which the Borrower may make to, or file with,
the Securities and Exchange Commission or any successor or analogous
Governmental Authority;

                  (e) upon the request of any Lender, and to the extent the same
have been received by the Borrower or any of its Subsidiaries, a copy of the
projections by each Joint Venture any of the interests in which is owned by a
Restricted Subsidiary, as the case may be, of the operating budget and cash flow
budget of such Joint Venture for the succeeding fiscal year;

                  (f) upon the request of any Lender, and to the extent the same
have been received by the Borrower or any of its Subsidiaries, within thirty
days of the end of each of the quarterly periods of each fiscal year of each
Joint Venture any of the interests in which is owned by a Restricted Subsidiary,
a list of all shippers that have used such Joint Venture during such quarterly
period and the volumes and revenues attributable to each such shipper;

                  (g) upon the request of any Lender, and to the extent the same
have been received by the Borrower or any of its Subsidiaries, copies of all
compliance certificates delivered by each Joint Venture any of the interests in
which is owned by a Restricted Subsidiary, pursuant to any credit agreement to
which such Joint Venture is a party;

                  (h) upon the request of any Lender, within five days after the
same are received by the Borrower, a copy of any FERC Form 2 for any Joint
Venture any of the interests in which is owned by a Restricted Subsidiary;

                  (i) concurrently with the delivery of the financial statements
referred to in subsection 7.1(a), a certificate signed by the President, Chief
Executive Officer, Chief Operating Officer or Chief Financial Officer of the
Borrower in the form of Exhibit N hereto. Further, if requested by the Required
Lenders (by notice to the Administrative Agent, which will give notice of such
request to the Borrower and each Lender), the Borrower shall permit and
cooperate with an environmental and safety review made in connection with the
operations of Borrower's properties once during each fiscal year of the
Borrower, by independent environmental consultants chosen by the Borrower and
acceptable to the Required Lenders, which review shall, if requested by such
Lender or Lenders, be arranged and supervised by environmental legal counsel for
the Lenders, all at the Borrower's cost and expense. The consultant shall render
a verbal or written report, as specified by the Lenders, based upon such review,
at the Borrower's cost and expense. Notwithstanding anything in this paragraph
(i) to the contrary, the maximum amount of cost and expense for which the
Borrower shall be responsible with respect to any such review in any fiscal year
shall be $25,000;

                  (j) promptly upon the knowledge of any Responsible Officer of
the Borrower, a notice of any material change in EPEPC's percentage ownership of
the Capital Stock of the Borrower, including, without limitation, any change
resulting from any contribution by or on behalf of EPEPC for which it receives
equity or any issuance of additional Units (other than the issuance of Units
pursuant to exercises of options or other derivative securities granted to
current or former employees of the Borrower or the El Paso Group);



                                       50
<PAGE>



                  (k) concurrently with the delivery of the financial statements
referred to in subsections 7.1(a) and 7.1(b), a throughput report setting forth
the throughputs of each pipeline owned by the Borrower or any Restricted
Subsidiary; and

                  (l) promptly, such additional financial and other information
concerning any Loan Party, any Unrestricted Subsidiary or any Joint Venture as
any Lender may from time to time reasonably request.

         Section 7.3 Payment of Obligations. Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all
its obligations of whatever nature, except where the amount or validity thereof
is currently being contested in good faith by appropriate proceedings and
reserves in conformity with GAAP with respect thereto have been provided on the
books of the Borrower or its Subsidiaries, as the case may be, and except where
the failure to so pay, discharge or satisfy such obligations could not
reasonably be expected to have a Material Adverse Effect.

         Section 7.4 Conduct of Business and Maintenance of Existence. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business; comply with all
Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect.

         Section 7.5 Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property and its business in at least such amounts and against at least
such risks (but including in any event fire, casualty, public liability,
environmental liability and product liability) as are usually insured against in
the same general area by companies engaged in the same or a similar business;
and furnish to each Lender, upon written request, full information as to the
insurance carried. Upon demand by any Lender (by notice to the Administrative
Agent, which shall give notice of such demand to the Borrower and each Lender)
any insurance policies covering Collateral shall be endorsed to provide that
such policies may not be cancelled or reduced or affected in any material manner
for any reason without 15 days prior notice to the Lenders. The Borrower shall,
and shall cause each of its Restricted Subsidiaries to, at all times maintain
liability and other insurance in accordance with and in the amounts set forth on
the schedule delivered pursuant to subsection 6.1(p)(ii), which insurance shall
be by financially sound and reputable insurers.

         Section 7.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and accounts in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Borrower and its
Restricted Subsidiaries with officers



                                       51
<PAGE>



and employees of the Borrower and its Restricted Subsidiaries and with its
independent certified public accountants.

         Section 7.7 Notices. Promptly give notice to the Administrative Agent
and each Lender of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
Obligation of the Borrower or any of its Subsidiaries or (ii) litigation,
investigation or proceeding which may exist at any time between the Borrower or
any of its Subsidiaries and any Governmental Authority, which in either case, if
not cured or if adversely determined, as the case may be, could reasonably be
expected to have a Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Borrower or any
of its Subsidiaries in which the amount involved is $5,000,000 or more and not
covered by insurance or in which injunctive or similar relief is sought;

                  (d) the following events, as soon as possible and in any event
within 30 days after the Borrower knows or has reason to know thereof: (i) the
occurrence or expected occurrence of any Reportable Event with respect to any
Plan, a failure to make any required contribution to a Plan, the creation of any
Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination,
Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution
of proceedings or the taking of any other action by the PBGC or the Borrower or
any Commonly Controlled Entity or any Multiemployer Plan with respect to the
withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan;
and

                  (e) any development or event which could reasonably be
expected to have a Material Adverse Effect or cause the incurrence of an
environmental liability in excess of the Material Environmental Amount.

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

         Section 7.8 Environmental Laws.

                  (a) Comply with, and ensure compliance by all tenants and
subtenants, if any, with, all applicable Environmental Laws and obtain and
comply with and maintain, and ensure that all tenants and subtenants obtain and
comply with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws except to the
extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect;

                  (b) Conduct and complete all investigations, studies, sampling
and testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply with all lawful orders and directives of
all Governmental Authorities regarding Environmental Laws except to the extent
that the same are being contested in good faith by



                                       52
<PAGE>



appropriate proceedings and the pendency of such proceedings could not
reasonably be expected to have a Material Adverse Effect; and

                  (c) Defend, indemnify and hold harmless the Administrative
Agent and the Lenders, and their respective employees, agents, officers and
directors, from and against any and all claims, demands, penalties, fines,
liabilities, settlements and damages, and reasonable costs and expenses, of
whatever kind or nature known or unknown, contingent or otherwise, arising out
of, or in any way relating to the violation of, noncompliance with or liability
under, any Environmental Law applicable to the operations of the Borrower, any
of its Subsidiaries or the Properties, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
attorney's and consultant's fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, REGARDLESS OF WHETHER OR NOT SUCH
INDEMNIFIED LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN
PART, BY ANY NEGLIGENT ACT OR OMISSION OF THE PARTY SEEKING INDEMNIFICATION
THEREFORE; provided that the Borrower shall have no obligation hereunder to the
extent that any of the foregoing arise out of the gross negligence or willful
misconduct of the party seeking indemnification therefor. The agreements in this
paragraph shall survive repayment of the Revolving Credit Notes and all other
amounts payable hereunder.

         Section 7.9 Maintenance of Liens of the Security Documents. Promptly,
upon the request of the Administrative Agent, at the Borrower's expense,
execute, acknowledge and deliver, or cause the execution, acknowledgement and
delivery of, and thereafter register, file or record, or cause to be registered,
filed or recorded, in an appropriate governmental office, any document or
instrument supplemental to or confirmatory of the Security Documents or
otherwise deemed by the Administrative Agent necessary or desirable for the
continued validity, perfection and priority of the Liens on the collateral
covered thereby.

         Section 7.10 Pledge of After-Acquired Property.

                  (a) With respect to any right, title or interest of any Loan
Party in any Capital Stock or other property of a type subject to the Security
Documents and acquired after the Closing Date, promptly grant or cause to be
granted to the Administrative Agent, for the benefit of the Lenders, a first
Lien of record on all such Capital Stock and property (other than such Capital
Stock and property subject to (i) prior Liens in existence at the time of
acquisition thereof and not created in anticipation of such acquisition, in
which case the Lien of the Lenders shall be of such priority as is permitted by
such prior Lien and (ii) other Liens that are expressly permitted by this
Agreement), upon terms substantially the same as those set forth in the Security
Documents, and satisfy the conditions with respect thereto set forth in Section
6.1. The Borrower, at its own expense, shall execute, acknowledge and deliver,
or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and
thereafter register, file or record, or cause its Restricted Subsidiaries to
register, file or record, in an appropriate governmental office, any document or
instrument deemed by the Administrative Agent to be necessary or desirable for
the creation and perfection of the foregoing Liens and deliver Uniform
Commercial Code searches in jurisdictions requested by the Administrative Agent
with respect to such Capital Stock and other property and legal opinions
requested by the Administrative Agent and shall pay, or cause to be paid, all
taxes and fees related to such registration, filing or recording.



                                       53
<PAGE>



                  (b) With respect to any new Restricted Subsidiary created or
acquired after the Closing Date by the Borrower, promptly cause such Restricted
Subsidiary to execute and deliver to the Administrative Agent the Subsidiary
Guarantee, and, if requested by the Administrative Agent, deliver to the
Administrative Agent legal opinions relating to such Restricted Subsidiary and
the Subsidiary Guarantee, which opinions shall be in form and substance, and
from counsel, reasonably satisfactory to the Administrative Agent.

                  (c) Notwithstanding anything to the contrary in any Loan
Document, neither the Borrower nor any Restricted Subsidiary shall be obligated
to (a) pledge under the Loan Documents any of its equity interest in any Joint
Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge
under the Loan Documents any of its real property or (c) pledge under the Loan
Documents any Capital Stock in any Argo Unrestricted Subsidiary to the extent
such Capital Stock is pledged to another Person in accordance with subsection
8.3(h).

                  (d) Notwithstanding anything to the contrary in any Loan
Document, if the Borrower or any Restricted Subsidiary has pledged its interest
in any Joint Venture and the Borrower or such Restricted Subsidiary desires to
make a contribution of or investment with such interest to or in a second Joint
Venture in accordance with subsection 8.8(f), the Lien held by the Lenders upon
such interest shall terminate as long as the interest held by the Borrower or
Restricted Subsidiary in the second Joint Venture shall be subject to a Lien
under the Loan Documents in accordance with subsection 8.8(f) unless otherwise
agreed by the Required Lenders.

         Section 7.11 Agreements Respecting Unrestricted Subsidiaries.

                  (a) Operate each Unrestricted Subsidiary in such a manner as
to make it apparent to all creditors of such Unrestricted Subsidiary that such
Unrestricted Subsidiary is a legal entity separate and distinct from the
Borrower or any Restricted Subsidiary and as such is solely responsible for its
debts, and such manner shall include, but shall not be limited to, the
maintenance of a separate board of directors for such Unrestricted Subsidiary.

                  (b) In connection with any Indebtedness, Guarantee Obligations
or other obligations incurred by each Unrestricted Subsidiary, (i) incur such
Indebtedness only on a basis which does not permit, allow or provide for
recourse to the Borrower or any Restricted Subsidiary, and (ii) incur any such
Indebtedness, Guarantee Obligations or other obligations in excess of $500,000
only under a loan agreement, note, lease, instrument or other contractual
obligation that expressly states that such Indebtedness is being incurred by
such Unrestricted Subsidiary on a basis which is non-recourse to the Borrower
and its Restricted Subsidiaries, provided that no such agreement, note, lease,
instrument or other Obligation shall be required to include such statement if
such agreement, note, lease, instrument or other obligation was in effect on the
date such Subsidiary became an Unrestricted Subsidiary.

                  (c) Notwithstanding any provision of the Loan Documents to the
contrary (i) the Borrower and the Restricted Subsidiaries may incur Guarantee
Obligations supporting obligations of the Argo Unrestricted Subsidiaries that
were assumed by the Argo Unrestricted Subsidiaries from Delos in connection with
the formation of the Argo Unrestricted Subsidiaries, such Guarantee Obligations
not to exceed $10,000,000 and (ii) the Borrower and the Restricted



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<PAGE>



Subsidiaries may incur Guarantee Obligations (including Guarantee Obligations of
which any lenders under the Argo Financing Documents are the beneficiaries)
consisting of guarantees of performance obligations of Unrestricted Subsidiaries
as long as such guarantees do not constitute guarantees of payment.

         Section 7.12 Joint Venture Charters, Management Agreement, etc. Deliver
to the Administrative Agent (a) any amendments to the Documents previously
delivered, written waivers relating thereto and other side letters or agreements
in writing affecting the terms thereof and (b) any Documents relating to any new
Joint Venture any of the interests in which is owned by a Restricted Subsidiary.

         Section 7.13 Amended and Restated Security Documents. Within 60 days of
the Closing Date, the Borrower will deliver, and will cause each Person that is
a party (or is required to be a party) to any Security Document, other than the
Administrative Agent, to deliver, amended and restated Security Documents,
together with supplemented and corrected schedules, exhibits or other documents,
if any, that are necessary to accurately reflect the collateral existing as of
the Closing Date that is pledged as security for the Borrower's and the
Co-Borrower's obligations under this Agreement, and all other instruments or
amendments to financing statements necessary to correct and maintain the
perfection of the liens granted under the Security Documents to the
Administrative Agent for the benefit of the Lenders.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

         The Borrower hereby agrees that, so long as the Revolving Credit
Commitments remain in effect, any Revolving Credit Note or any Letter of Credit
remains outstanding and unpaid or any other amount is owing to any Lender or the
Administrative Agent hereunder, the Borrower shall not, and (except with respect
to Section 8.1) shall not permit any of its Restricted Subsidiaries to, directly
or indirectly:

         Section 8.1 Financial Condition Covenants.

                  (a) Tangible Net Worth. Permit Consolidated Tangible Net Worth
at any time to be less than $175,000,000 plus 75% of the Net Equity Proceeds
received by the Borrower from the sale or issuance of any equity securities
(including the Units) by the Borrower on and after the Closing Date;

                  (b) Interest Coverage Ratio. Permit for any Calculation Period
the ratio of (i) Consolidated EBITDA for such period to (ii) Consolidated
Interest Expense for such period to be less than 2.0 to 1.0;

                  (c) Senior Leverage Ratio. Permit, on the last day of any
fiscal quarter of the Borrower, the ratio of (x) Consolidated Total Senior
Indebtedness at such date to (y) the Consolidated EBITDA for the Calculation
Period ending on such date to exceed 3.25 to 1.0; or

                  (d) Leverage Ratio. Permit, on the last day of any fiscal
quarter of the Borrower, the ratio of (x) Consolidated Total Indebtedness at
such date to (y) the Consolidated EBITDA for the Calculation Period ending on
such date to exceed 5.0 to 1.0.



                                       55
<PAGE>



         Section 8.2 Limitation on Indebtedness. Create, incur, assume or suffer
to exist any Indebtedness, except:

                  (a) Indebtedness of the Borrower and its Subsidiaries under
the Loan Documents;

                  (b) Indebtedness of the Borrower to any Subsidiary Guarantor,
and of any Subsidiary Guarantor to the Borrower or any other Subsidiary
Guarantor;

                  (c) Indebtedness permitted pursuant to Sections 8.3 and 8.8;

                  (d) Indebtedness of the Borrower and the Co-Borrower in
respect of the Senior Subordinated Notes;

                  (e) Indebtedness incurred pursuant to any Hedge Agreement to
the extent permitted by Section 8.22;

                  (f) Indebtedness (i) of any other Person existing at the time
such other Person is merged with or into or became a Subsidiary of the Borrower
or any Restricted Subsidiary or (ii) to which any asset is subject existing at
the time such asset is acquired by the Borrower or any Restricted Subsidiary;
provided that (A) no Default shall have occurred and be continuing at the time
of, or after giving effect to, the incurring of such Indebtedness and (B) after
giving effect to the incurrence of such Indebtedness the Borrower would be in
pro forma compliance with the covenants set forth in Section 8.1;

                  (g) other unsecured Indebtedness of the Borrower in an
aggregate principal amount not to exceed $10,000,000 outstanding at any time
less the aggregate amount of Guarantee Obligations incurred pursuant to
subsection 8.4(f) then outstanding; and

                  (h) Indebtedness consisting of Guarantee Obligations permitted
by subsections 8.4(e) and (f).

         Section 8.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, provided that adequate reserves with
respect thereto are maintained on the books of the Borrower or its Restricted
Subsidiaries, as the case may be, in conformity with GAAP;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 60 days or which are being contested
in good faith by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security legislation and
deposits securing liability to insurance carriers under insurance or
self-insurance arrangements;



                                       56
<PAGE>



                  (d) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

                  (e) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case materially
detract from the value of the property subject thereto or materially interfere
with the ordinary conduct of the business of the Borrower or such Restricted
Subsidiary;

                  (f) Liens created pursuant to construction, operating, farmout
and maintenance agreements, space lease agreements, Joint Venture Charters and
related documents (to the extent requiring a Lien on the equity interest of the
Borrower or any Restricted Subsidiary, as the case may be, in the applicable
Joint Venture is required thereunder), division orders, contracts for sale,
transportation or exchange of oil and natural gas, unitization and pooling
declarations and agreements, area of mutual interest agreements and other
similar agreements, in each case having ordinary and customary terms and entered
into in the ordinary course of business by the Borrower and its Restricted
Subsidiaries;

                  (g) additional Liens securing Indebtedness and other
obligations not to exceed $1,000,000 at any one time outstanding;

                  (h) the Borrower and its Restricted Subsidiaries may pledge on
a non-recourse basis their Capital Stock in any or all of the Argo Unrestricted
Subsidiaries to secure Indebtedness of the Argo Unrestricted Subsidiaries under
the Argo Financing Documents;

                  (i) Liens on the Collateral securing the Guarantee Obligations
permitted by subsection 8.4(g) on a pari passu basis with the Liens on the
Collateral securing the Obligations and guarantees thereof; and

                  (j) Liens created pursuant to the Loan Documents.

This Section 8.3 shall not restrict the ability of any Joint Venture or
Unrestricted Subsidiary to create, incur, assume or suffer to exist any Lien on
any of its property.

         Section 8.4 Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation except:

                  (a) Guarantee Obligations created pursuant to the Loan
Documents;

                  (b) Guarantee Obligations of the Borrower or any Restricted
Subsidiary incurred after the Closing Date in an aggregate amount not to exceed
$1,000,000 at any one time outstanding;

                  (c) Guarantee Obligations constituting performance guarantees
provided in the ordinary course of business by the Borrower and its Restricted
Subsidiaries supporting obligations of the Borrower and/or Restricted
Subsidiaries which obligations have been incurred



                                       57
<PAGE>



in the ordinary course of business (including in connection with the operation,
construction or acquisition of pipelines, platforms and related facilities);

                  (d) Guarantee Obligations of any Subsidiary Guarantor in
respect of the Senior Subordinated Notes, provided that such Guarantee
Obligations are subordinated to such Subsidiary Guarantor's obligations under
the Loan Documents to the same extent as the obligations of the Borrower in
respect of the Senior Subordinated Notes;

                  (e) Guarantee Obligations in an aggregate amount not to exceed
$11,500,000 at any one time outstanding incurred pursuant to clawback and other
similar arrangements;

                  (f) Guarantee Obligations, in addition to those described in
clauses (e) and (g) of this Section 8.4, incurred pursuant to clawback and other
similar arrangements in an aggregate amount not to exceed $10,000,000
outstanding at any time less the aggregate amount of Indebtedness incurred
pursuant to subsection 8.2(g) then outstanding;

                  (g) Guarantee Obligations, in addition to those described in
clauses (e) and (f) of this Section 8.4, of up to $30,000,000 in the aggregate
incurred pursuant to the Argo Clawback; and

                  (h) Guarantee Obligations permitted by subsection 7.11(c).

         Section 8.5 Limitations on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or make any material change in its
present method of conducting business, except:

                  (a) any Restricted Subsidiary may be merged or consolidated
with or into the Borrower (as long as the Borrower is the surviving entity) or
any one or more Restricted Subsidiaries which is a Subsidiary Guarantor
(provided that, if any of such Restricted Subsidiaries is not wholly owned by
the Borrower and the General Partner, the Restricted Subsidiary or Restricted
Subsidiaries in which the Borrower owns the greatest interest shall be the
continuing or surviving corporation);

                  (b) any Restricted Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary liquidation or
otherwise) to the Borrower or any other Restricted Subsidiary which is a
Subsidiary Guarantor and in which, if not wholly owned by the Borrower and the
General Partner, the Borrower owns at least the same percentage interests as the
Borrower owns in the transferor Restricted Subsidiary; and

                  (c) the Borrower or any Restricted Subsidiary may enter into a
merger, consolidation or share exchange with any other Person so long as:

                           (i) such transaction is permitted under Section 8.8;

                           (ii) such transaction shall be effected in such
manner so that (A) if the Borrower is a party to such transaction, the Borrower
is the surviving entity and (B) otherwise,



                                       58
<PAGE>



the Restricted Subsidiary shall be the continuing or surviving entity or the
continuing or surviving entity shall become a Restricted Subsidiary;

                           (iii) at the time of such acquisition and after
giving effect thereto, no Default or Event of Default shall have occurred and
shall be continuing; and

                  (d) solely to effect any transaction permitted by subsection
8.6(b).

         The transactions permitted under this Section 8.5 shall be permitted
notwithstanding anything to the contrary in subsection 4(j) of each of the
Borrower Pledge Agreement and the EPEPC Pledge Agreement.

         Section 8.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

                  (a) as permitted by Section 8.5;

                  (b) as long as no Default or Event of Default has occurred and
is continuing or would result therefrom the Borrower and the Restricted
Subsidiaries may sell or otherwise dispose of property in any fiscal year having
an aggregate value not in excess of 5% of Consolidated Tangible Net Worth
calculated on the last day of the prior fiscal quarter;

                  (c) the Borrower and its Restricted Subsidiaries may enter
into customary farmout and operating agreements and customary agreements for
exchanges of working interests;

                  (d) the Borrower and its Restricted Subsidiaries may sell or
otherwise dispose of any or all of their oil and gas interests;

                  (e) the Borrower and its Restricted Subsidiaries may during
the period commencing on the Closing Date to and including the Revolving Credit
Termination Date exchange assets with El Paso (or a Subsidiary thereof) having a
fair market value not to exceed $20,000,000 in the aggregate for other assets as
long as (i) each such exchange is for fair market value and is on fair and
reasonable terms no less favorable to the Borrower or the applicable Restricted
Subsidiary, as the case may be, than it would obtain in an arm's length
transaction and (ii) the assets received in each such exchange become Collateral
to the extent required by the Loan Documents;

                  (f) the Borrower and its Restricted Subsidiaries may sell or
otherwise dispose of any Unrestricted Subsidiary; and

                  (g) as permitted by Section 8.8.

The transactions permitted under this Section 8.6 shall be permitted
notwithstanding anything to the contrary in subsection 4(j) of each of the
Borrower Pledge Agreement and the EPEPC Pledge Agreement.



                                       59
<PAGE>
         Section 8.7 Limitation on Dividends. Declare or pay any dividend or
distribution on (other than dividends, including splits, payable solely in
non-mandatorily redeemable Capital Stock or mandatorily redeemable Capital Stock
that does not require redemption prior to the first anniversary of the Revolving
Credit Termination Date), or make any payment on account of, or set apart assets
for a sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of Capital Stock of
the Borrower or any warrants or options to purchase any such Capital Stock,
whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in
obligations of the Borrower or any Restricted Subsidiary (such declarations,
payments, setting apart, purchases, redemptions, defeasances, retirements,
acquisitions and distributions being herein called "Restricted Payments"),
except that as long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Borrower may make Restricted Payments
once each fiscal quarter consisting of cash distributions in accordance with the
terms of the Partnership Agreement on its Units and the General Partnership
Interest.

         Section 8.8 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

                  (a) extensions of trade credit in the ordinary course of
business;

                  (b) investments in Cash Equivalents;

                  (c) capital contributions, loans or other investments made by
the Borrower to any Restricted Subsidiary which is a Subsidiary Guarantor and by
any Restricted Subsidiary to the Borrower or any Restricted Subsidiary which is
a Subsidiary Guarantor;

                  (d) capital contributions, loans or other investments by
Subsidiaries of the Borrower or any Joint Venture to or in the Borrower or any
Restricted Subsidiary, provided that no Default or Event of Default shall have
occurred and be continuing, or would occur as a result of such investment;

                  (e) other non-hostile acquisitions of equity securities of, or
assets constituting a business unit of, any Person (an "Acquired Business"),
provided that (i) immediately prior to and after giving effect to any such
acquisition, no Default or Event of Default shall have occurred or be continuing
(whether under Section 8.17 or otherwise), (ii) such acquisition is consummated
in accordance with applicable law, (iii) if such acquisition is of equity
securities of a Person, such Person becomes a Restricted Subsidiary, (iv) the
Borrower shall be in pro forma compliance with the covenants set forth in
Section 8.1 after giving effect to such acquisition and (v) the Acquired
Business shall not be subject to any material liabilities which would be
expressly prohibited by this Agreement after such acquisition;

                  (f) the contribution by the Borrower or any Restricted
Subsidiary of the equity interests owned by it in a Joint Venture to another
Joint Venture or the investment by the Borrower or any Restricted Subsidiary in
another Joint Venture to the extent made with equity interests in a Joint
Venture owned by it as long as (i) the Borrower or such Restricted Subsidiary
receives in exchange equity


                                       60
<PAGE>

interests in such transferee Joint Venture and (ii) unless otherwise agreed by
the Required Lenders, if the transferred equity interests are subject to a Lien
under the Loan Documents, the equity interests received in exchange become
subject to a Lien under the Loan Documents;

                  (g) capital contributions, loans or other investments, in
addition to those otherwise permitted by Section 4.13 and subsections 8.8(a)
through (f) and 8.8(h), in an aggregate amount not to exceed $25,000,000 during
any fiscal year of the Borrower beginning with the fiscal year commencing on
January 1, 2001; and

                  (h) capital contributions, loans or other investments
consisting of up to $50,000,000 of cash and other assets to or in the Argo
Unrestricted Subsidiaries.

         Section 8.9 Limitation on Optional Payments and Modifications of Debt
Instruments and Other Agreements.

                  (a) Make any optional payment or prepayment on, redemption of
or purchase of, or voluntarily defease, or directly or indirectly voluntarily or
optionally purchase, redeem, retire or otherwise acquire, the Senior
Subordinated Notes or any other Indebtedness or Guarantee Obligations (other
than the Revolving Credit Loans), or make any payment under or on account of the
Management Agreement except as required pursuant to the terms thereof, (b)
amend, modify or change, or consent or agree to any amendment, modification or
change to, any of the terms of the Senior Subordinated Notes or the Senior
Subordinated Note Indentures (other than any such amendment, modification or
change which would extend the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend the date for payment
of interest thereon), (c) amend, modify or change, or consent or agree to any
amendment, modification or change to, any of the terms of any Indebtedness or
Guarantee Obligations other than the Senior Subordinated Notes, and Guarantee
Obligations in respect thereof (other than any such amendment, modification or
change which would extend the maturity or reduce the amount of any payment of
principal thereof or which would reduce the rate or extend the date for payment
of interest thereon), except to the extent the same could not reasonably be
expected to have a Material Adverse Effect, (d) amend, modify or change, or
consent to any amendment, modification or change to, any of the terms of, the
Partnership Agreement, the Borrower's certificate of limited partnership, the
Management Agreement, the El Paso Agreement or any Joint Venture Charter, except
to the extent the same could not reasonably be expected to have a Material
Adverse Effect, (e) waive or otherwise relinquish any of its rights or causes of
action arising out of the Partnership Agreement, the Borrower's certificate of
limited partnership, the Management Agreement or any Joint Venture Charter,
except to the extent the same could not reasonably be expected to have a
Material Adverse Effect or (f) designate any Indebtedness as "Designated Senior
Indebtedness" under the Senior Subordinated Note Indentures without the consent
of the Administrative Agent (other than the Obligations). Notwithstanding any
provision contained in this Section 8.9, the Borrower and its Restricted
Subsidiaries shall have the absolute right to amend any Joint Venture Charter to
the extent necessary or reasonably appropriate to evidence the substitution,
replacement or other changes of partners, members or owners in any Joint Venture
not in violation of Section 8.19 or Section 8.21.


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<PAGE>
         Section 8.10 Limitation on Transactions with Affiliates. Subject to the
rights set forth in Section 8.13, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliate unless such transaction is (a) otherwise
permitted under this Agreement, and (b) except for the Management Agreement and
the El Paso Agreement, upon fair and reasonable terms no less favorable to the
Borrower or such Restricted Subsidiary, as the case may be, than it would obtain
in a comparable arm's length transaction with a Person which is not an
Affiliate.

         Section 8.11 Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Restricted Subsidiary of real or personal property which has been or is to be
sold or transferred by the Borrower or such Restricted Subsidiary to such Person
or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such property or rental obligations of the Borrower or
such Restricted Subsidiary, except that Petal Gas Storage may enter into a sale
and leaseback arrangement of the Petal Gas Storage Facilities and the intended
improvements to be made thereto in connection with the 20 year, fixed
reservation contract with The Southern Company; provided, that the obligations
incurred (or guaranteed) under such sale and leaseback arrangement shall not
exceed in the aggregate $140,000,000.

         Section 8.12 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Borrower to end on a day other than December 31.

         Section 8.13 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary or Joint Venture, except for (a)
gathering, transporting (by barge, pipeline, ship, truck or other modes of
hydrocarbon transportation), terminalling, storing, producing, acquiring,
developing, exploring for, processing, dehydrating, fractionating and otherwise
handling hydrocarbons, including, without limitation, constructing pipeline,
platform, dehydration, processing and other energy-related facilities, and
activities or services reasonably related or ancillary thereto and (b) other
businesses as long as the consolidated total assets principally relating to such
other businesses do not exceed 3% of the consolidated total assets of the
Borrower and its Restricted Subsidiaries at any time.

         Section 8.14 Corporate Documents. Permit the amendment or modification
of the limited liability company agreement or certificate of formation or
incorporation of any Restricted Subsidiary if such amendment could reasonably be
expected to have a Material Adverse Effect, or would authorize or issue any
Capital Stock not authorized or issued on the Closing Date, except to the extent
such authorization or issuance would have the same substantive effect as any
transaction permitted by Section 8.5 or 8.6.

         Section 8.15 Compliance with ERISA.

                  (a) Terminate any Plan so as to result in any material
liability to PBGC, (b) engage in any "prohibited transaction" (as defined in
Section 4975 of the Code) involving any Plan which could result in a material
liability for an excise tax or civil penalty in connection therewith, (c) incur
or suffer to exist any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived involving any Plan, or (d) allow or
suffer to


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<PAGE>
exist any event or condition, which presents a material risk of incurring a
material liability to PBGC by reason of termination of any such Plan.

         Section 8.16 Limitation on Restrictions Affecting Subsidiaries. Enter
into, or suffer to exist, any agreement with any Person, other than the Lenders
pursuant hereto and other than the arrangements described in subsections 8.2(c)
and 8.4(d) or which exist on the Closing Date, which prohibits or limits the
ability of any Restricted Subsidiary to (a) pay dividends or make other
distributions or pay any Indebtedness owed to the Borrower or any Restricted
Subsidiary, (b) make loans or advances to or make other investments in the
Borrower or any Restricted Subsidiary, (c) transfer any of its properties or
assets to the Borrower or any Restricted Subsidiary, (d) create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired.

         Section 8.17 Creation of Restricted Subsidiaries. Create or acquire any
new Restricted Subsidiary of the Borrower or any of its Restricted Subsidiaries,
unless, immediately upon the creation or acquisition of any such Restricted
Subsidiary, (a) such Restricted Subsidiary shall become party to the
Subsidiaries Guarantee as a Subsidiary Guarantor pursuant to an addendum thereto
or other documentation in form and substance reasonably satisfactory to the
Administrative Agent, (b) such Restricted Subsidiary shall become party to the
Subsidiary Security Agreement as a grantor pursuant to an addendum thereto or
other documentation in form and substance reasonably satisfactory to the
Administrative Agent, and all actions required to perfect the Liens granted
thereby, all filings required thereunder and all consents necessitated thereby
shall have been taken, made or obtained, (c) all Capital Stock issued by such
Restricted Subsidiary owned by the Borrower or any other Restricted Subsidiary
shall have been pledged to the Administrative Agent pursuant to an addendum or
amendment to the Borrower Pledge Agreement or other documentation in form and
substance satisfactory to the Administrative Agent, (d) all corporate, company,
partnership or other proceedings, and all documents, instruments and other legal
matters in connection with the creation of such Restricted Subsidiary and the
transactions contemplated by this Section 8.17 shall be reasonably satisfactory
in form and substance to the Administrative Agent, and the Administrative Agent
shall have received such other documents and legal opinions in respect of any
aspect or consequence of such creation or such transactions as it shall
reasonably request and (e) no Default or Event of Default shall have occurred
and be continuing after giving effect thereto.

         Section 8.18 Hazardous Materials. Except to the extent that the same
could not reasonably be expected to have a Material Adverse Effect, permit the
manufacture, storage, transmission or presence of any Hazardous Materials over
or upon any of its properties except in accordance with all applicable
Requirements of Law or release, discharge or otherwise dispose of any Hazardous
Materials on any of its properties except that the Borrower and its Restricted
Subsidiaries may treat, store and transport petroleum, its derivatives,
by-products and other hydrocarbons, hydrogen sulfide and sulfur dioxide in the
ordinary course of their business.

         Section 8.19 Holding Companies. Notwithstanding any other provisions of
this Agreement and the other Loan Documents, permit any Restricted Subsidiary
which is a general partner in or owner of a general partnership interest in a
Joint Venture to incur or suffer to exist any obligations or indebtedness of any
kind, whether contingent or fixed (excluding any contingent liability of such
Restricted Subsidiary to creditors of such Joint Venture arising solely


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as a result of its status as a general partner or owner of such Joint Venture
and Guarantee Obligations referred to in subsections 8.4(d), 8.4(e), 8.4(f),
8.4(g) and 8.4(h)) or create or suffer to exist any Liens, in each case except
to the extent any such obligations, indebtedness or Liens arise under or
pursuant to the Joint Venture Charter for such Joint Venture as in effect on the
Closing Date (or, if later, the date of acquisition or formation of such Joint
Venture) or the Loan Documents or are otherwise permitted by the Loan Documents;
or permit any Restricted Subsidiary which is a general partner in or owner of a
general partnership interest in a Joint Venture to acquire any property or asset
after the Closing Date (or, if later, the date of acquisition or formation of
such Joint Venture) except for distributions made to it by such Joint Venture;
or permit any Restricted Subsidiary which is a general partner in or owner of a
general partnership interest in a Joint Venture to engage in any business or
activity other than holding the general partnership interest in (or other
ownership interest) such Joint Venture held by it on the Closing Date (or, if
later, the date of formation of such Joint Venture).

         Section 8.20 No Voluntary Termination of Joint Venture Charters. Permit
any Restricted Subsidiary which is a partner in, or owner of any interest in,
any Joint Venture to voluntarily terminate any Joint Venture Charter and
liquidate such Joint Venture to the extent permitted thereunder.

         Section 8.21 Actions by Joint Ventures. (a) Consent or agree to or
acquiesce in any Joint Venture the interests in which are owned by a Restricted
Subsidiary adversely changing its policy of making distributions of available
cash to partners, or (b) so long as any interest therein is owned by a
Restricted Subsidiary, consent or agree to or acquiesce in any Joint Venture's
taking any actions that could reasonably be expected to have a Material Adverse
Effect.

         Section 8.22 Hedging Transactions. Enter into any interest rate,
cross-currency, commodity, equity or other security, swap, collar or similar
hedging agreement or purchase any option to purchase or sell or to cap any
interest rate, cross-currency, commodity, equity or other security, in any such
case, other than to hedge risk exposures in the operation of its business,
ownership of assets or the management of its liabilities; provided, however,
that such permitted hedging agreements, including, without limitation, any
Commodity Hedging Programs, shall not exceed 80% of annual production at any
time.

                                   ARTICLE IX
                                EVENTS OF DEFAULT

         If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any
Revolving Credit Note or any Reimbursement Obligation which is not funded by a
Loan when due in accordance with the terms thereof or hereof; or the Borrower
shall fail to pay any interest on any Revolving Credit Note, or any other amount
payable hereunder, within five days after any such interest or other amount
becomes due in accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by the
Borrower or any other Loan Party herein or in any other Loan Document or which
is contained in any certificate, document or financial or other statement
furnished at any time under or in connection


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<PAGE>
with this Agreement shall prove to have been incorrect in any material respect
on or as of the date made or deemed made; or

                  (c) The Borrower shall default in the observance or
performance of any agreement contained in Article VIII (other than subsection
8.1(a)) or in Section 7.11 or 7.13; or any Loan Party shall default in the
observance or performance of any agreement contained in Section 5(h), (i), (j)
or (o) of the Borrower Security Agreement or the Subsidiary Security Agreement,
or Section 5(h), (i), (j) or (m) of the EPEPC Security Agreement, Section 9(j)
of the EPEPC Guarantee, Section 4(b) of the Borrower Pledge Agreement or Section
5(b) of the EPEPC Pledge Agreement; or the Borrower shall default in the
observance or performance of any agreement contained in subsection 8.1(a) and
such default shall continue uncured for a period of 15 days; or

                  (d) The Borrower or any other Loan Party shall default in the
observance or performance of any other agreement contained in this Agreement or
any other Loan Document (other than as provided in paragraphs (a) through (c) of
this Section), and such default shall continue unremedied for a period of 30
days after receipt of written notice thereof from the Administrative Agent or
any Lender; or

                  (e) Any Loan Party or any Restricted Subsidiary of the
Borrower shall (i) default in any payment of principal of or interest on any
Indebtedness (other than the Revolving Credit Notes) or in the payment of any
Guarantee Obligation, beyond the period of grace (not to exceed 30 days), if
any, provided in the instrument or agreement under which such Indebtedness or
Guarantee Obligation was created; or (ii) default in the observance or
performance of any other agreement or condition relating to any such
Indebtedness or Guarantee Obligation or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or holders of such Indebtedness or beneficiary or
beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of
such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or such Guarantee Obligation to become payable; provided,
however, that the aggregate principal amount of Indebtedness and Guarantee
Obligations with respect to which such defaults shall have occurred shall equal
or exceed $5,000,000; or

                  (f) (i) Any Loan Party or any Restricted Subsidiary of the
Borrower shall commence any case, proceeding or other action (A) under any
existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an
order for relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment,
winding-up, liquidation, dissolution, composition or other relief with respect
to it or its debts, or (B) seeking appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any
substantial part of its assets, or any Loan Party or any Subsidiary of the
Borrower shall make a general assignment for the benefit of its creditors; or
(ii) there shall be commenced against any Loan Party or any Restricted
Subsidiary of the Borrower any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or


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<PAGE>
unbonded for a period of 60 days; or (iii) there shall be commenced against any
Loan Party or any Restricted Subsidiary of the Borrower any case, proceeding or
other action seeking issuance of a warrant of attachment, execution, distraint
or similar process against all or any substantial part of its assets which
results in the entry of an order for any such relief which shall not have been
vacated, discharged, or stayed or bonded pending appeal within 60 days from the
entry thereof; or (iv) any Loan Party or any Restricted Subsidiary of the
Borrower shall take any action in furtherance of, or indicating its consent to,
approval of, or acquiescence in, any of the acts set forth in clause (i), (ii),
or (iii) above; or (v) any Loan Party or any Restricted Subsidiary of the
Borrower shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or

                  (g) (i) Any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the
Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur
with respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single Employer
Plan, which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Lenders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or
(vi) any other event or condition shall occur or exist with respect to a Plan;
and in each case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could have a Material
Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
the Borrower or any of its Restricted Subsidiaries involving in the aggregate a
liability (not paid or fully covered by insurance) of $5,000,000 or more, and
all such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 60 days from the entry thereof;

                  (i) If at any time the Borrower or any Restricted Subsidiary
shall become liable for remediation and/or environmental compliance expenses
and/or fines, penalties or other charges which, in the aggregate, are in excess
of the Material Environmental Amount for any Loan Party and the Restricted
Subsidiaries; or

                  (j) For any reason (other than any act on the part of the
Administrative Agent or the Lenders) any Security Document or any Guarantee
ceases to be in full force and effect or any party thereto (other than the
Administrative Agent or the Lenders) shall so assert in writing or the Lien
intended to be created by any Security Document ceases to be or is not a valid
and perfected Lien having the priority contemplated thereby; or

                  (k) A Change of Control shall occur; or


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<PAGE>

                  (l) Except in connection with transactions permitted by
Section 8.5 and subsection 8.6(b), the Borrower shall cease to own legally and
beneficially at least the percentage of the managing limited liability company
or other equity interest in each Restricted Subsidiary of the Borrower which is
a limited liability company owned by it on the date hereof (or, if later, the
date of acquisition or formation of such Subsidiary); or EPEPC and the Borrower
together shall cease to own legally and beneficially the percentage of the
equity interest in each Restricted Subsidiary of the Borrower owned by it on the
date hereof (or, if later, the date of acquisition or formation of such
Subsidiary); or

                  (m) Any Person that owns an equity interest in any Joint
Venture shall exercise its rights and remedies (other than dilution of the
equity interests owned by the Borrower and its Restricted Subsidiaries in any
Joint Venture pursuant to contractual dilution provisions existing with respect
to the Joint Ventures) with respect to its Lien on any equity interest in such
Joint Venture the equity interest in which has been pledged to such Person;
provided that in the case of clause (ii), the amount of claims secured by such
Lien shall equal or exceed $5,000,000 and such claim shall not have been
vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; or

                  (n) (i) The Management Agreement shall cease to be in full
force and effect prior to the end of the initial term thereof substantially as
in effect on the date hereof; or (ii) DeepTech International, Inc. or El Paso or
any of its wholly-owned Subsidiaries shall default in the observance or
performance of any material provision of the Management Agreement; or

                  (o) (i) The El Paso Agreement shall cease to be in full force
and effect prior to the end of the initial term thereof substantially as in
effect on the date hereof; or (ii) El Paso or any of its wholly-owned
Subsidiaries shall default in the observance or performance of any material
provision of the El Paso Agreement, including, without limitation, the failure
to make any payment to the Borrower when due under Section 2 of the El Paso
Agreement; or

                  (p) the Senior Subordinated Notes or the guarantees thereof
shall cease, for any reason, to be validly subordinated to the Obligations or
the obligations of the Subsidiary Guarantors under the Loan Documents to which
they are parties, as the case may be, as provided in the Senior Subordinated
Note Indentures, or any Loan Party, any Affiliate of any Loan Party, the trustee
in respect of the Senior Subordinated Notes or the holders of at least 25% in
aggregate principal amount of a series of such Senior Subordinated Notes shall
so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Revolving Credit Commitments shall immediately terminate and
the Revolving Credit Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) and the Revolving Credit Notes shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required
Lenders, the Administrative Agent shall, by notice to the Borrower declare the
Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving
Credit Commitments shall


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<PAGE>
immediately terminate; and (ii) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Revolving
Credit Loans hereunder (with accrued interest thereon) and all other amounts
owing under this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) and the Revolving
Credit Notes to be due and payable forthwith, whereupon the same shall
immediately become due and payable. If presentment for honor under any Letter of
Credit shall not have occurred at the time of an acceleration pursuant to the
preceding sentence, the Borrower shall at such time deposit in a cash collateral
account opened by the Administrative Agent an amount equal to the aggregate then
undrawn and unexpired amount of the Letters of Credit. The Borrower hereby
grants to the Administrative Agent, for the benefit of the Issuing Bank and the
Lenders, a security interest in such cash collateral to secure all obligations
of the Borrower under this Agreement and the other Loan Documents. Amounts held
in such cash collateral account shall be applied by the Administrative Agent to
the payment of drafts drawn under such Letters of Credit, and the unused portion
thereof after all such Letters of Credit shall have expired or been fully drawn
upon, if any, shall be applied to repay other obligations of the Borrower
hereunder and under the Revolving Credit Notes. After all such Letters of Credit
shall have expired or been fully drawn upon, all Reimbursement Obligations shall
have been satisfied and all other obligations of the Borrower hereunder and
under the Revolving Credit Notes shall have been paid in full, the balance, if
any, in such cash collateral account shall be returned to the Borrower. The
Borrower shall execute and deliver to the Administrative Agent, for the account
of the Issuing Bank and the Lenders, such further documents and instruments as
the Administrative Agent may request to evidence the creation and perfection of
the within security interest in such cash collateral account. Except as
expressly provided above in this Section, presentment, demand, protest, notice
of intent to accelerate, notice of acceleration and all other notices of any
kind are hereby expressly waived.

                                   ARTICLE X
                            THE ADMINISTRATIVE AGENT

         Section 10.1 Appointment. Each Lender hereby irrevocably designates and
appoints The Chase Manhattan Bank as the Administrative Agent of such Lender
under this Agreement and the other Loan Documents, and each such Lender
irrevocably authorizes The Chase Manhattan Bank, as the Administrative Agent for
such Lender, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, the Administrative Agent shall not have
any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

         Section 10.2 Delegation of Duties. The Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-


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fact and shall be entitled to advice of counsel concerning all matters
pertaining to such duties. The Administrative Agent shall not be responsible for
the negligence or misconduct of any agents or attorneys in-fact selected by it
with reasonable care.

         Section 10.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or the Revolving
Credit Notes or any other Loan Document or for any failure of the Borrower to
perform its obligations hereunder or thereunder. The Administrative Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower.

         Section 10.4 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
Revolving Credit Note, writing, resolution, notice, consent, certificate,
affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Revolving Credit Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Revolving Credit Notes and
the other Loan Documents in accordance with a request of the Required Lenders,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Lenders and all future holders of the Revolving Credit
Notes.

         Section 10.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received notice from a
Lender or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give notice thereof to the Lenders. The Administrative Agent shall
take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required


                                       69
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Lenders; provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

         Section 10.6 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of the
Borrower, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender. Each Lender represents to the Administrative
Agent 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 appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Borrower. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

         Section 10.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this Section, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the
payment of the Revolving Credit Notes) be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Administrative Agent's gross negligence or willful
misconduct. The agreements in this Section 10.7 shall survive the payment of the
Revolving Credit Notes and all other amounts payable hereunder.

         Section 10.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any


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kind of business with the Borrower as though the Administrative Agent were not
the Administrative Agent hereunder and under the other Loan Documents. With
respect to its Loans made or renewed by it and any Revolving Credit Note issued
to it and with respect to the Letters of Credit, the Administrative Agent shall
have the same rights and powers under this Agreement and the other Loan
Documents as any Lender and may exercise the same as though it were not the
Administrative Agent. The terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

         Section 10.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 10 days' written notice to the Lenders.
If the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall be approved by the Borrower, whereupon such successor agent shall succeed
to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Revolving Credit Notes.
After any retiring Administrative Agent's resignation as Administrative Agent,
the provisions of this Section shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement and the other Loan Documents.

         Section 10.10 Other Agents. None of the Lenders identified on the cover
page or the preamble of this Agreement as a "co-syndication agent" or a
"co-documentation agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified as a "co-syndication agent" or a "co-documentation agent" shall have
or be deemed to have any fiduciary relationship with any Lender. Each Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders so
identified in deciding to enter into this Agreement or in taking or not taking
any action hereunder.

                                   ARTICLE XI
                                  MISCELLANEOUS

         Section 11.1 Amendments and Waivers. Neither this Agreement, any
Revolving Credit Note, any other Loan Document, nor any terms hereof or thereof
may be amended, supplemented or modified except in accordance with the
provisions of this Section 11.1. The Required Lenders may, or, with the written
consent of the Required Lenders, the Administrative Agent may, from time to
time, (a) enter into with the Borrower or the Loan party thereto written
amendments, supplements or modifications hereto and to the Revolving Credit
Notes and the other Loan Documents for the purpose of adding any provisions to
this Agreement or the Revolving Credit Notes or the other Loan Documents or
changing in any manner the rights of the Lenders or of the Borrower or any other
Loan Party hereunder or thereunder or (b) waive in writing, on such terms and
conditions as the Required Lenders or the Administrative Agent, as the case may
be, may specify in such instrument, any of the requirements of this Agreement or
the Revolving Credit Notes or the other Loan Documents or any Default or Event
of Default and its consequences; provided, however, that no such waiver and no
such amendment, supplement or modification


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<PAGE>
shall (i) reduce the amount or extend the scheduled date of maturity of any
Revolving Credit Note or of any installment thereof, or reduce the stated rate
of any interest or fee payable hereunder or extend the scheduled date of any
payment thereof or increase the amount or extend the expiration date of any
Lender's Revolving Credit Commitment, in each case without the consent of each
Lender affected thereby, or (ii) amend, modify or waive any provision of this
Section 11.1 or reduce the percentage specified in the definition of Required
Lenders, or consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents (except
in a transaction permitted by Section 8.5), in each case without the written
consent of all the Lenders, or (iii) amend, modify or waive any provision of
Article X without the written consent of the then Administrative Agent, (iv)
release the Lenders' Liens on all or substantially all of the Collateral under
the Security Documents without the consent of each Lender or (v) except to the
extent relating to the Redesignation of any Restricted Subsidiary, the sale or
other disposition of any Restricted Subsidiary as otherwise permitted by this
Agreement or any other transaction permitted by this Agreement, release any
Guarantee. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the Administrative Agent and all future holders of the
Revolving Credit Notes. In the case of any waiver, the Borrower, the Lenders and
the Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Revolving Credit Notes and any other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.

         Section 11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower and the
Administrative Agent, and as set forth in Schedule I in the case of the other
parties hereto, or to such other address as may be hereafter notified by the
respective parties hereto and any future holders of the Revolving Credit Notes:

The Borrower:                       El Paso Energy Partners, L.P.
                                    4 Greenway Plaza
                                    Houston, Texas  77046
                                    Attention:  Chief Financial Officer
                                    Telecopy:  (713) 420-5477

with a copy to:                     Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                                    711 Louisiana, Suite 1900
                                    Houston, Texas  77002
                                    Telecopy: (713) 236-0822
                                    Attention:  J. Vincent Kendrick, Esq.

The Administrative Agent:           The Chase Manhattan Bank
                                    One Chase Manhattan Plaza
                                    8th Floor


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<PAGE>

                                    New York, New York  10081
                                    Attention:  Lisa Pucciarelli
                                    Telecopy:   (212) 552-5777

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Section 2.3, 3.2, 2.6, 2.7, 2.11, 4.1 or 4.2 shall
not be effective until received, provided, further, that the failure by the
Administrative Agent or any Lender to provide a copy to the Borrower's counsel
shall not cause any notice to the Borrower to be ineffective.

         Section 11.3 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

         Section 11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the Revolving Credit Notes.

         Section 11.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement or modification to, this Agreement
and the Revolving Credit Notes and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the fees and disbursements of counsel to the Administrative
Agent, (b) to pay or reimburse each Lender and the Administrative Agent for all
its costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Revolving Credit Notes, the
other Loan Documents and any such other documents, including, without
limitation, the fees and disbursements of counsel to the Administrative Agent
and to the several Lenders, (c) to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the Revolving Credit Notes, the other Loan Documents and any
such other documents, and (d) to pay, indemnify, and hold each Lender, the
Administrative Agent, the Co-Syndication Agents, the Co-Documentation Agents,
and their Affiliates, and their respective directors, officers, employees,
agents and advisors (each such person being called an "Indemnified Party")
harmless from and against any and all other liabilities, obligations, losses,
damages, penalties, actions, judgments and suits, and reasonable costs, expenses
or disbursements, of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the Revolving Credit Notes and the other Loan Documents, the use of
the proceeds


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<PAGE>
of the Revolving Credit Loans, including the use and reliance on electronic,
telecommunications or other information or transmission systems in connection
with the Loan Documents (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), REGARDLESS OF WHETHER OR NOT SUCH INDEMNIFIED
LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
NEGLIGENT ACT OR OMISSION OF ANY KIND BY AN INDEMNIFIED PARTY, provided, that
the Borrower shall have no obligation hereunder to an Indemnified Party with
respect to indemnified liabilities arising from (i) the gross negligence or
willful misconduct of such Indemnified Party or (ii) legal proceedings commenced
against an Indemnified Party by any security holder or creditor thereof arising
out of and based upon rights afforded any such security holder or creditor
solely in its capacity as such. The agreements in this Section shall survive
repayment of the Revolving Credit Notes and all other amounts payable hereunder.

         Section 11.6 Successors and Assigns; Participations; Purchasing
Lenders.

                  (a) This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Lenders, the Administrative Agent, all future
holders of the Revolving Credit Notes and their respective successors and
assigns, except that the Borrower may not assign or transfer any of its rights
or obligations under this Agreement without the prior written consent of each
Lender.

                  (b) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, and after notice to the
Borrower, at any time sell to one or more banks or other entities
("Participants") participating interests in any Revolving Credit Loan owing to
such Lender, any Revolving Credit Note held by such Lender, any Revolving Credit
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Revolving Credit Note for all purposes under
this Agreement and the other Loan Documents, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents. The Borrower agrees that if amounts outstanding under
this Agreement and the Revolving Credit Notes are due or unpaid, or shall have
been declared or shall have become due and payable upon the occurrence of an
Event of Default, each Participant shall be deemed to have the right of setoff
in respect of its participating interest in amounts owing under this Agreement
and any Revolving Credit Note to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement or any Revolving Credit Note, provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in subsection 11.7(a) as fully
as if it were a Lender hereunder. The Borrower also agrees that each Participant
shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 with respect to
its participation in the Revolving Credit Commitments, the Revolving Credit
Loans and the Letters of Credit outstanding from time to time; provided, that no
Participant shall be entitled to receive any greater amount pursuant to such
Sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor


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<PAGE>
Lender to such Participant had no such transfer occurred. No Lender shall be
entitled to create in favor of any Participant, in the participation agreement
pursuant to which such Participant's participating interest shall be created or
otherwise, any right to vote on, consent to or approve any matter relating to
this Agreement or any other Loan Document except for those specified in clauses
(i) to (v) of the proviso of subsection 11.1(b) to the extent the Participant is
directly affected thereby.

                  (c) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time sell to any Lender or any
successor or affiliate thereof and, with the consent of the Borrower and the
Administrative Agent (which in each case shall not be unreasonably withheld or,
with respect to the Borrower, shall not be required during the continuance of
any Event of Default), to one or more additional banks or financial institutions
or funds that regularly purchase loans ("Purchasing Lenders") all or any part of
its rights and obligations under this Agreement and the Revolving Credit Notes
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit
M, executed by such Purchasing Lender, such transferor Lender (and, in the case
of a Purchasing Lender that is not then a Lender or an affiliate thereof, by the
Borrower and the Administrative Agent except to the extent the Borrower's
consent is not required hereunder) and delivered to the Administrative Agent for
its acceptance and recording in the Register ,provided that no such assignment
to an assignee (other than any Lender or any affiliate of any Lender) shall be
in an aggregate principal amount of less than $10,000,000 (other than in the
case of an assignment of all of a Lender's interest under this Agreement) and
the assigning Lender shall have retained at least $10,000,000 of Revolving
Credit Commitments (unless it is assigning all of its Revolving Credit
Commitments and Revolving Credit Loans), unless otherwise agreed by the Borrower
and the Administrative Agent. For purposes of the proviso contained in the
preceding sentence, the amount described therein shall be aggregated in respect
to each Lender and its related affiliates, if any. Upon such execution,
delivery, acceptance and recording, from and after the Transfer Effective Date
determined pursuant to such Assignment and Acceptance, (x) the Purchasing Lender
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Revolving Credit Commitment as set forth therein, and (y) the transferor
Lender thereunder shall, to the extent provided in such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the
case of an Assignment and Acceptance covering all or the remaining portion of a
transferor Lender's rights and obligations under this Agreement, such transferor
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefit of the indemnity and expense reimbursement provisions of the Loan
Documents to the extent relating to matters during the time it was a Lender).
Such Assignment and Acceptance shall be deemed to amend this Agreement to the
extent, and only to the extent, necessary to reflect the addition of such
Purchasing Lender and the resulting adjustment of Commitment Percentages arising
from the purchase by such Purchasing Lender of all or a portion of the rights
and obligations of such transferor Lender under this Agreement and the Revolving
Credit Notes. On or prior to the Transfer Effective Date determined pursuant to
such Assignment and Acceptance, the Borrower, at its own expense, shall execute
and deliver to the Administrative Agent in exchange for the Revolving Credit
Note of the transferor Lender a new Revolving Credit Note to the order of such
Purchasing Lender in an amount equal to the Revolving Credit Commitment assumed
by it pursuant to such Assignment and Acceptance and, if the transferor Lender
has retained Revolving Credit Commitments hereunder, a new Revolving Credit Note
to the order of the transferor Lender in an amount equal


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to the Revolving Credit Commitment retained by it hereunder. Such new Revolving
Credit Notes shall be dated the Closing Date, and shall otherwise be in the form
of the Revolving Credit Note replaced thereby. The Revolving Credit Notes
surrendered by the transferor Lender shall be returned by the Administrative
Agent to the Borrower marked "cancelled."

                  (d) The Administrative Agent, on behalf of the Borrower, shall
maintain at its address referred to in Section 11.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Revolving Credit
Commitment of, and principal amount of the Revolving Credit Loans owing to, each
Lender from time to time. The entries in the Register shall be conclusive, in
the absence of manifest error, and the Borrower, the Administrative Agent and
the Lenders may treat each Person whose name is recorded in the Register as the
owner of the Revolving Credit Loan recorded therein for all purposes of this
Agreement, notwithstanding any notice to the contrary. Any assignment of any
Revolving Credit Loan or other Obligations hereunder not evidenced by a
Revolving Credit Note shall be effective only upon appropriate entries with
respect thereto being made in the Register. The Register shall be available for
inspection by the Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by a transferor Lender and Purchasing Lender (and, in the case of a Purchasing
Lender that is not then a Lender or an affiliate thereof, by the Borrower and
the Administrative Agent) together with payment to the Administrative Agent of a
registration and processing fee of $4,000, the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance and (ii) on the Transfer
Effective Date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Borrower.

                  (f) The Borrower authorizes each Lender to disclose to any
Participant or Purchasing Lender (each, a "Transferee") and any prospective
Transferee any and all financial information in such Lender's possession
concerning the Borrower and its Affiliates which has been delivered to such
Lender by or on behalf of the Borrower pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Borrower in connection with
such Lender's credit evaluation of the Borrower and its Affiliates prior to
becoming a party to this Agreement.

                  (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section concerning assignments of
Revolving Credit Loans and Revolving Credit Notes relate only to absolute
assignments and that such provisions do not prohibit assignments creating
security interests, including, without limitation, any pledge or assignment by a
Lender of any Revolving Credit Loan or Revolving Credit Note to any Federal
Reserve Bank in accordance with applicable law without any notice to or consent
of the Borrower or the Administrative Agent.

         Section 11.7 Adjustments; Set-off.

                  (a) If any Lender (a "benefitted Lender") shall at any time
receive any payment of all or part of its Loans or the Reimbursement Obligations
owing to it, or interest thereon, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-


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<PAGE>
off, pursuant to events or proceedings of the nature referred to in Article
IX(i), or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans of the same type or the Reimbursement Obligations owing to it, as
the case may be, or interest thereon, such benefitted Lender shall purchase for
cash from the other Lenders a participating interest in such portion of each
such other Lender's Loan or the Reimbursement Obligations owing to it, or shall
provide such other Lenders with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such benefitted Lender to share
the excess payment or benefits of such collateral or proceeds ratably with each
of the Lenders; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest.

                  (b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder or under the Revolving Credit Notes (whether at the stated
maturity, by acceleration or otherwise) to set-off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the
Borrower. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such set-off and application.

         Section 11.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

         Section 11.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         Section 11.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.

         Section 11.11 Usury Savings Clause. It is the intention of the parties
hereto to comply with applicable usury laws (now or hereafter enacted);
accordingly, notwithstanding any provision to the contrary in this Agreement,
the Revolving Credit Notes, any of the other Loan Documents or any other
document related hereto, in no event shall this Agreement or any such


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<PAGE>
other document require the payment or permit the collection of interest in
excess of the maximum amount permitted by such laws. If from any circumstances
whatsoever, fulfillment of any provision of this Agreement or of any other
document pertaining hereto or thereto, shall involve transcending the limit of
validity prescribed by applicable law for the collection or charging of
interest, then, ipso facto, the obligation to be fulfilled shall be reduced to
the limit of such validity, and if from any such circumstances the
Administrative Agent and the Lenders shall ever receive anything of value as
interest or deemed interest by applicable law under this Agreement, the
Revolving Credit Notes, any of the other Loan Documents or any other document
pertaining hereto or otherwise an amount that would exceed the highest lawful
rate, such amount that would be excessive interest shall be applied to the
reduction of the principal amount owing under the Revolving Credit Notes or on
account of any other indebtedness of the Borrower, and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
of such indebtedness, such excess shall be refunded to the Borrower. In
determining whether or not the interest paid or payable with respect to any
indebtedness of the Borrower to the Administrative Agent and the Lenders, under
any specified contingency, exceeds the Highest Lawful Rate (as hereinafter
defined), the Borrower, the Administrative Agent and the Lenders shall, to the
maximum extent permitted by applicable law, (a) characterize any non-principal
payment as an expense, fee or premium rather than as interest, (b) exclude
voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate
and spread the total amount of interest throughout the full term of such
indebtedness so that interest thereon does not exceed the maximum amount
permitted by applicable law, and/or (d) allocate interest between portions of
such indebtedness, to the end that no such portion shall bear interest at a rate
greater than that permitted by applicable law.

         To the extent that Article 5069-1D.001 et seq., as amended, of the
Texas Revised Civil Statutes is relevant to the Administrative Agent and the
Lenders for the purpose of determining the Highest Lawful Rate, the
Administrative Agent and the Lenders hereby elect to determine the applicable
rate ceiling under such Article by the indicated (weekly) rate ceiling from time
to time in effect. Nothing set forth in this Section 11.11 is intended to or
shall limit the effect or operation of Section 11.12. In no event shall Chapter
346 of the Texas Finance Code (which regulates certain revolving credit loan
accounts) apply to this Agreement or the Revolving Credit Notes.

          For purposes of this Section 11.11, "Highest Lawful Rate" shall mean
the maximum rate of nonusurious interest that may be contracted for, charged,
taken, reserved or received on the Revolving Credit Notes under laws applicable
to the Administrative Agent and the Lenders.

         Section 11.12 GOVERNING LAW. THIS AGREEMENT AND THE REVOLVING CREDIT
NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE
REVOLVING CREDIT NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         Section 11.13 Submission To Jurisdiction; Waivers. The Borrower hereby
irrevocably and unconditionally:


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<PAGE>

                  (a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to which it
is a party, or for recognition and enforcement of any judgment in respect
thereof, to the non-exclusive general jurisdiction of the Courts of the State of
New York, the courts of the United States of America for the Southern District
of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or
proceeding was brought in an inconvenient court and agrees not to plead or claim
the same;

                  (c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to the
Borrower at its address set forth in Section 11.2 or at such other address of
which the Administrative Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall limit
the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding referred
to in this Section any special, exemplary or punitive damages (including,
without limitation, damages arising from the use of electronic,
telecommunications or other information transmissions systems in connection with
the Loan Documents).

         Section 11.14 Acknowledgements. The Borrower hereby acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the Revolving Credit Notes and the
other Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to the Borrower or any other Loan Party
arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between Administrative Agent and Lenders, on one
hand, and the Borrower and the other Loan Parties, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and

                  (c) no joint venture exists among the Lenders or among the
Borrower and the other Loan Parties and the Lenders.

         Section 11.15 Confidentiality. Each of the Administrative Agent and
each Lender agrees that it will hold in confidence, any information provided to
such Person pursuant to this Agreement; provided, that nothing in this Section
11.15 shall be deemed to prevent the disclosure by the Administrative Agent or
any Lender of any such information (a) to any employee, officer, director,
accountant, attorney or consultant of such Person, or any examiner or other
Governmental Authority, (b) that has been or is made public by EPEPC, the
Borrower or any of its Subsidiaries or Affiliates or by any third party without
breach of this Agreement or that otherwise becomes generally available to the
public other than as a result of a disclosure in violation of this Section
11.15, (c) that is or becomes available to any such Person from a third


                                       79
<PAGE>
party on a non-confidential basis, (d) that is required to be disclosed by any
Requirement of Law, including to any bank examiners or regulatory authorities,
(e) that is required to be disclosed by any court, agency, arbitrator or
legislative body, or (f) to any Transferee or proposed Transferee.

         Section 11.16 WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE REVOLVING
CREDIT NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         Section 11.17 ACKNOWLEDGEMENT OF NO CLAIMS, OFFSETS OR DEFENSES;
RELEASE BY THE LOAN PARTIES. BORROWER, ON BEHALF OF ITSELF AND EACH OF THE OTHER
LOAN PARTIES, ACKNOWLEDGES THAT NO LOAN PARTY NOR ANY OF THEIR RESPECTIVE
OWNERS, DIRECTORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, AND
REPRESENTATIVES (COLLECTIVELY, THE "BORROWER AFFILIATES PARTIES") HAS ANY CLAIM,
DEMAND, RIGHT OF OFFSET, CAUSE OF ACTION IN LAW OR IN EQUITY, LIABILITY OR
DAMAGES OF ANY NATURE WHATSOEVER, WHETHER FIXED OR CONTINGENT (HEREINAFTER
COLLECTIVE CALLED "CLAIMS") THAT COULD BE ASSERTED IN CONNECTION WITH, OR WHICH
WOULD IN ANY OTHER MANNER BE RELATED TO, THE EXISTING CREDIT AGREEMENT OR ANY
PROMISSORY NOTES OR OTHER AGREEMENTS, TRANSACTIONS OR OTHER ACTIONS PRIOR TO THE
DATE HEREOF INVOLVING ANY OF THE BORROWER AFFILIATED PARTIES AND LENDERS ("THE
PRIOR AGREEMENTS AND ACTIVITIES"). NOTWITHSTANDING THE FOREGOING, HOWEVER,
BORROWER HEREBY AGREES THAT IN CONSIDERATION OF THE CREDIT EXTENDED TO BORROWER
UNDER THE LOAN DOCUMENTS AND AS A MATERIAL INDUCEMENT TO THE LENDERS TO ENTER
INTO SUCH LOAN DOCUMENTS AND EXTEND SUCH CREDIT TO BORROWER, BORROWER, ON BEHALF
OF ITSELF AND ALL OF THE OTHER BORROWER AFFILIATED PARTIES HEREBY RELEASES AND
FOREVER DISCHARGES, EACH LENDER, EACH SUBSEQUENT HOLDER OF ANY OF THE REVOLVING
CREDIT NOTES, AND EACH AND ALL OF THEIR PARENT, SUBSIDIARY AND AFFILIATED
CORPORATIONS PAST AND PRESENT, AS WELL AS THEIR RESPECTIVE OWNERS, DIRECTORS,
SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, AND REPRESENTATIVES
(COLLECTIVELY, THE "RELEASED PARTIES"), OF AND FROM ANY AND ALL CLAIMS WHICH
BORROWER AND THE OTHER BORROWER AFFILIATED PARTIES MAY HAVE OR HEREAFTER ACQUIRE
AGAINST ANY OR ALL OF THE RELEASED PARTIES BY REASON OF, OR RELATED IN ANY WAY
TO, THE PRIOR AGREEMENTS AND ACTIVITIES.

         Section 11.18 Releases.

                  (a) At such time as the Revolving Credit Loans, the
Reimbursement Obligations and any other obligations under this Agreement shall
have been paid in full, the Revolving Credit Commitments have been terminated
and no Letters of Credit shall be outstanding, the Collateral shall be released
from the Liens created by the Loan Documents, and


                                       80
<PAGE>
all obligations (other than those expressly stated to survive such termination)
of the Administrative Agent and each Loan Party thereunder and under the other
Loan Documents shall terminate, all without delivery of any instrument or
performance of any act by any party, and all rights to the Collateral shall
revert to the respective Loan Parties. At the request and expense of any Loan
Party following any such termination, the Administrative Agent shall deliver to
such Loan Party any Collateral held by the Administrative Agent under the
Security Documents, and execute and deliver to such Loan Party such documents as
such Loan Party shall reasonably request to evidence such termination.

                  (b) If any of the Collateral shall be sold, transferred or
otherwise disposed of by any Loan Party in a transaction permitted by this
Agreement or such Loan Party is designated as an Unrestricted Subsidiary in
accordance with the terms of this Agreement, then the Lenders authorize the
Administrative Agent, at the request and expense of such Loan Party, to execute
and deliver to such Loan Party all releases or other documents reasonably
necessary or desirable for the release of the Liens created by the applicable
Security Documents on such Collateral. At the request and sole expense of the
Borrower, the Lenders authorize the Administrative Agent to release a Loan Party
from its obligations under the applicable Security Document in the event that
all the Capital Stock of such Loan Party shall be sold, transferred or otherwise
disposed of in a transaction permitted by this Agreement or such Loan Party is
designated as an Unrestricted Subsidiary in accordance with the terms of this
Agreement, provided that the Borrower shall have delivered to the Administrative
Agent, at least five Business Days prior to the date of the proposed release, a
written request for release identifying the relevant Loan Party and the terms of
the sale or other disposition in reasonable detail, including the price thereof
and any expenses in connection therewith, together with a certification by the
Borrower stating that such transaction is in compliance with this Agreement and
the other Loan Documents.

         Section 11.19 Co-Borrower's Obligations. The Co-Borrower is a party
hereto for purposes of providing co-extensive obligors for the Obligations (on a
joint and several basis), although the parties acknowledge that the Co-Borrower
shall not have any substantial assets or other property. All references in this
Agreement and the other Loan Documents to the "Borrower" shall be deemed to
include a reference to the Co-Borrower, mutatis mutandis, whether or not actual
reference is made thereto; provided, that, without limiting the generality of
the foregoing, any obligations by any of the parties hereto to the Borrower
shall be deemed fulfilled with respect to the Co-Borrower when fulfilled with
respect to the Borrower.

         Section 11.20 Intercreditor Agreement. Each Lender (including each
Purchasing Lender which becomes a Lender) consents and agrees to the provisions
of the Intercreditor Agreement, including the indemnity provisions set forth in
Section 5 thereof.


                                       81
<PAGE>

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

         THE BORROWER & CO-BORROWER:


                                        EL PASO ENERGY PARTNERS, L.P.

                                        By:    /s/ Keith Forman
                                               -------------------------------
                                        Name:  Keith Forman
                                               -------------------------------
                                        Title: Vice President & CEO
                                               -------------------------------


                                        EL PASO ENERGY PARTNERS
                                        FINANCE CORPORATION

                                        By:    /s/ Keith Forman
                                               -------------------------------
                                        Name:  Keith Forman
                                               -------------------------------
                                        Title: Vice President & CEO
                                               -------------------------------


<PAGE>


THE ADMINISTRATIVE AGENT AND THE LENDERS:

                                        THE CHASE MANHATTAN BANK,
                                        as Administrative Agent and as a Lender

                                        By:    /s/ Steven Wood
                                               -------------------------------
                                        Name:  Steven Wood
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------

<PAGE>

                                        CREDIT LYONNAIS NEW YORK BRANCH


                                        By:      /s/ Phillppe Sousha
                                                 -------------------------------
                                        Name:    Phillppe Sousha
                                                 -------------------------------
                                        Title:   Executive Vice President
                                                 -------------------------------


<PAGE>


                                        FIRST UNION NATIONAL BANK


                                        By:    /s/ Robert R. Wetteroff
                                               -------------------------------
                                        Name:  Robert R. Wetteroff
                                               -------------------------------
                                        Title: Senior Vice President
                                               -------------------------------


<PAGE>


                                        FLEET NATIONAL BANK


                                        By:    /s/ Christopher C. Holmgren
                                               -------------------------------
                                        Name:  Christopher C. Holmgren
                                               -------------------------------
                                        Title: Managing Director
                                               -------------------------------
\

<PAGE>


                                        FORTIS CAPITAL CORP.


                                        By:    /s/ Darrell W. Holley
                                               -------------------------------
                                        Name:  Darrell W. Holley
                                               -------------------------------
                                        Title: Managing Director
                                               -------------------------------


                                        By:    /s/ Christopher S. Parada
                                               -------------------------------
                                        Name:  Christopher S. Parada
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        BANK OF SCOTLAND


                                        By:    /s/ Joseph Fratus
                                               -------------------------------
                                        Name:  Joseph Fratus
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        BAYERISCHE HYPO-UND VERIENSBANK,
                                        AG (New York Branch)


                                        By:    /s/ Steven Atwell
                                               -------------------------------
                                        Name:  Steven Atwell
                                               -------------------------------
                                        Title: Director
                                               -------------------------------


                                        By:    /s/ W. Scott Harwood
                                               -------------------------------
                                        Name:  W. Scott Harwood
                                               -------------------------------
                                        Title: Associate Director
                                               -------------------------------


<PAGE>


                                        THE ROYAL BANK OF SCOTLAND plc,
                                        New York Branch


                                        By:    /s/ Patricia J. Dundee
                                               -------------------------------
                                        Name:  Patricia J. Dundee
                                               -------------------------------
                                        Title: Senior Vice President
                                               -------------------------------


<PAGE>


                                        BNP PARIBAS


                                        By:    /s/ Larry Robinson
                                               -------------------------------
                                        Name:  Larry Robinson
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


                                        By:    /s/ Betsy Jocher
                                               -------------------------------
                                        Name:  Betsy Jocher
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        SUNTRUST BANK


                                        By:    /s/ Steven J. Newby
                                               -------------------------------
                                        Name:  Steven J. Newby
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        CREDIT AGRICOLE INDOSUEZ


                                        By:    /s/ Brian Knezeak
                                               -------------------------------
                                        Name:  Brian Knezeak
                                               -------------------------------
                                        Title: FVP, Manager
                                               -------------------------------


                                        By:    /s/ Douglas A. Whiddon
                                               -------------------------------
                                        Name:  Douglas A. Whiddon
                                               -------------------------------
                                        Title: FVP, SRM
                                               -------------------------------


<PAGE>


                                        ARAB BANKING CORPORATION (B.S.C.)


                                        By:    /s/ Grant E. McDonald
                                               -------------------------------
                                        Name:  Grant E. McDonald
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


                                        By:    /s/ Charles F. Azzara
                                               -------------------------------
                                        Name:  Charles F. Azzara
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        BANK OF AMERICA, N.A.


                                        By:    /s/ Patrick Delaney
                                               -------------------------------
                                        Name:  Patrick Delaney
                                               -------------------------------
                                        Title: Managing Director
                                               -------------------------------


<PAGE>


                                        CITICORP USA


                                        By:    /s/ Marjorie Futormick
                                               -------------------------------
                                        Name:  Marjorie Futormick
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        KBC BANK N.V.


                                        By:    /s/ Robert Snauffer
                                               -------------------------------
                                        Name:  Robert Snauffer
                                               -------------------------------
                                        Title: First Vice President
                                               -------------------------------


                                        By:    /s/ Eric Raskin
                                               -------------------------------
                                        Name:  Eric Raskin
                                               -------------------------------
                                        Title: Assistant Vice President
                                               -------------------------------


<PAGE>


                                        THE FUJI BANK, LIMITED


                                        By:    /s/ Jacques Azagury
                                               -------------------------------
                                        Name:  Jacques Azagury
                                               -------------------------------
                                        Title: Senior Vice President & Manager
                                               -------------------------------


<PAGE>


                                        NATEXIS BANQUES POPULAIRES


                                        By:    /s/ Daniel Payer
                                               -------------------------------
                                        Name:  Daniel Payer
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


                                        By:      /s/ Louis P. Laville, III
                                               -------------------------------
                                        Name:    Louis P. Laville, III
                                               -------------------------------
                                        Title:   Vice President and Group
                                                    Manager
                                               -------------------------------


<PAGE>


                                        WELLS FARGO BANK TEXAS, N.A.


                                        By:      /s/ Karen A. Patterson
                                               -------------------------------
                                        Name:    Karen A. Patterson
                                               -------------------------------
                                        Title:   Vice President
                                               -------------------------------


<PAGE>


                                        BANK ONE, NA


                                        By:    /s/ Kenneth J. Fatur
                                               -------------------------------
                                        Name:  Kenneth J. Fatur
                                               -------------------------------
                                        Title: Director, Capital Markets
                                               -------------------------------


<PAGE>


                                        CREDIT SUISSE FIRST BOSTON


                                        By:    /s/ James P. Moran
                                               -------------------------------
                                        Name:  James P. Moran
                                               -------------------------------
                                        Title: Director
                                               -------------------------------


                                        By:    /s/ Bill O'Daly
                                               -------------------------------
                                        Name:  Bill O'Daly
                                               -------------------------------
                                        Title: Vice President
                                               -------------------------------


<PAGE>


                                        ROYAL BANK OF CANADA


                                        By:      /s/ Tom J. Oberaigner
                                               -------------------------------
                                        Name:    Tom J. Oberaigner
                                               -------------------------------
                                       Title:   Senior Manager
                                               -------------------------------


<PAGE>


                                        RZB FINANCE LLC


                                        By:    /s/ Dieter Beintrexler
                                               -------------------------------
                                        Name:  Dieter Beintrexler
                                               -------------------------------
                                        Title: President
                                               -------------------------------


                                        By:    /s/ Frank J. Yautz
                                               -------------------------------
                                        Name:  Frank J. Yautz
                                               -------------------------------
                                        Title: First Vice President
                                               -------------------------------


<PAGE>


                                        THE BANK OF NOVA SCOTIA


                                        By:    /s/ F.C.H. Ashby
                                               -------------------------------
                                        Name:  F.C.H. Ashby
                                               -------------------------------
                                        Title: Senior Manager Loan Operations
                                               -------------------------------