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                                                                    EXHIBIT 10.B

                                                                  Execution Copy


                           SIXTH AMENDED AND RESTATED

                                CREDIT AGREEMENT

                                      AMONG

                         EL PASO ENERGY PARTNERS, L.P.,

                  EL PASO ENERGY PARTNERS FINANCE CORPORATION,



                               THE SEVERAL LENDERS

                        FROM TIME TO TIME PARTIES HERETO,

                         CREDIT LYONNAIS NEW YORK BRANCH

                     AND WACHOVIA BANK, NATIONAL ASSOCATION,

                            AS CO-SYNDICATION AGENTS

                  FLEET NATIONAL BANK AND FORTIS CAPITAL CORP.,

                           AS CO-DOCUMENTATION AGENTS

                                       AND

                              JPMORGAN CHASE BANK,

                             AS ADMINISTRATIVE AGENT

                           DATED AS OF MARCH 23, 1995,

                             AS AMENDED AND RESTATED

                            THROUGH OCTOBER 10, 2002

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

                          J.P. MORGAN SECURITIES INC.,

                        AS LEAD ARRANGER AND BOOK RUNNER
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                                TABLE OF CONTENTS

                                                                            Page
                                    ARTICLE I
                                   DEFINITIONS

Section 1.1   Defined Terms....................................................2
Section 1.2   Other Definitional Provisions...................................25

                                   ARTICLE II
                            AMOUNT AND TERMS OF LOANS

Section 2.1   Loans and Commitments...........................................26
Section 2.2   Repayment of Loans; Evidence of Debt............................28
Section 2.3   Procedure for Borrowing.........................................28
Section 2.4   Limitations on Loans............................................30
Section 2.5   Commitment Fee..................................................30
Section 2.6   Termination or Reduction of Commitments.........................30
Section 2.7   Extensions of Revolving Credit Termination Date.................31

                                   ARTICLE III
                                LETTERS OF CREDIT

Section 3.1   Issuance of Letters of Credit...................................31
Section 3.2   Procedure for Issuance of Letters of Credit.....................32
Section 3.3   Participations and Payments in Respect of the Letters of
              Credit..........................................................32
Section 3.4   Fees, Commissions and Other Charges.............................33
Section 3.5   Reimbursement Obligation of the Borrower........................34
Section 3.6   Obligations Absolute............................................35
Section 3.7   Letter of Credit Payments.......................................35
Section 3.8   Applications....................................................35

                                   ARTICLE IV
                          GENERAL PROVISIONS FOR LOANS

Section 4.1   Optional and Mandatory Prepayments..............................36
Section 4.2   Conversion and Continuation Options.............................37
Section 4.3   Minimum Amounts of Tranches.....................................37
Section 4.4   Interest Rates and Payment Dates................................38
Section 4.5   Computation of Interest and Fees................................38
Section 4.6   Inability to Determine Interest Rate............................39
Section 4.7   Pro Rata Treatment and Payments.................................39
Section 4.8   Illegality......................................................40
Section 4.9   Requirements of Law.............................................41
Section 4.10  Taxes...........................................................42
Section 4.11  Indemnity.......................................................43

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Section 4.12  Lenders Obligation to Mitigate..................................43
Section 4.13  Acquisition; Disposition; Redesignation.........................43
Section 4.14  Redesignated Senior Indebtedness................................44

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

Section 5.1   Financial Condition.............................................44
Section 5.2   No Change.......................................................45
Section 5.3   Existence; Compliance with Law..................................45
Section 5.4   Power; Authorization; Enforceable Obligations...................45
Section 5.5   No Legal Bar....................................................46
Section 5.6   No Material Litigation..........................................46
Section 5.7   No Default......................................................46
Section 5.8   Ownership of Property; Liens....................................46
Section 5.9   Intellectual Property...........................................46
Section 5.10  No Burdensome Restrictions......................................47
Section 5.11  Taxes...........................................................47
Section 5.12  Federal Regulations.............................................47
Section 5.13  ERISA...........................................................47
Section 5.14  Investment Company Act; Other Regulations.......................47
Section 5.15  Subsidiaries....................................................47
Section 5.16  Purpose of Loans, Letters of Credit.............................48
Section 5.17  Environmental Matters...........................................48
Section 5.18  Accuracy and Completeness of Information........................49
Section 5.19  Security Documents..............................................50
Section 5.20  Joint Venture Charters, G&A Agreement, etc. ....................50
Section 5.21  Senior Debt.....................................................50

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

Section 6.1   Conditions to Initial Extensions of Revolving Credit............51
Section 6.2   Conditions to Each Extension of Revolving Credit................55
Section 6.3   Conditions Precedent to Making the Initial Term Loans...........56
Section 6.4   Conditions Precedent to Making the Additional Term Loans........60

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

Section 7.1   Financial Statements............................................62
Section 7.2   Certificates; Other Information.................................63
Section 7.3   Payment of Obligations..........................................65
Section 7.4   Conduct of Business and Maintenance of Existence................65
Section 7.5   Maintenance of Property; Insurance..............................66
Section 7.6   Inspection of Property; Books and Records; Discussions..........66
Section 7.7   Notices.........................................................66

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Section 7.8   Environmental Laws..............................................67
Section 7.9   Maintenance of Liens of the Security Documents..................67
Section 7.10  Pledge of After-Acquired Property...............................68
Section 7.11  Agreements Respecting Unrestricted Subsidiaries.................69
Section 7.12  Joint Venture Charters, G&A Agreement, etc......................69

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

Section 8.1   Financial Condition Covenants...................................70
Section 8.2   Limitation on Indebtedness......................................70
Section 8.3   Limitation on Liens.............................................71
Section 8.4   Limitation on Guarantee Obligations.............................72
Section 8.5   Limitations on Fundamental Changes..............................73
Section 8.6   Limitation on Sale of Assets....................................74
Section 8.7   Limitation on Dividends.........................................74
Section 8.8   Limitation on Investments, Loans and Advances...................75
Section 8.9   Limitation on Optional Payments and Modifications of Debt
              Instruments and Other Agreements................................76
Section 8.10  Limitation on Transactions with Affiliates......................77
Section 8.11  Limitation on Sales and Leasebacks..............................77
Section 8.12  Limitation on Changes in Fiscal Year............................77
Section 8.13  Limitation on Lines of Business.................................77
Section 8.14  Corporate Documents.............................................77
Section 8.15  Compliance with ERISA...........................................78
Section 8.16  Limitation on Restrictions Affecting Subsidiaries...............78
Section 8.17  Creation of Restricted Subsidiaries.............................78
Section 8.18  Hazardous Materials.............................................78
Section 8.19  Holding Companies...............................................79
Section 8.20  No Voluntary Termination of Joint Venture Charters..............79
Section 8.21  Actions by Joint Ventures.......................................79
Section 8.22  Hedging Transactions............................................79

                                   ARTICLE IX
                                EVENTS OF DEFAULT

                                    ARTICLE X
                            THE ADMINISTRATIVE AGENT

Section 10.1  Appointment.....................................................83
Section 10.2  Delegation of Duties............................................84
Section 10.3  Exculpatory Provisions..........................................84
Section 10.4  Reliance by Administrative Agent................................84
Section 10.5  Notice of Default...............................................85
Section 10.6  Non-Reliance on Administrative Agent and Other Lenders..........85
Section 10.7  Indemnification.................................................85
Section 10.8  Administrative Agent in Its Individual Capacity.................86

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Section 10.9   Successor Administrative Agent.................................86
Section 10.10  Other Agents...................................................86

                                   ARTICLE XI
                                 MISCELLANEOUS

Section 11.1   Amendments and Waivers.........................................86
Section 11.2   Notices........................................................87
Section 11.3   No Waiver; Cumulative Remedies.................................88
Section 11.4   Survival of Representations and Warranties.....................88
Section 11.5   Payment of Expenses and Taxes..................................88
Section 11.6   Successors and Assigns; Participations; Purchasing Lenders.....89
Section 11.7   Adjustments; Set-off...........................................92
Section 11.8   Counterparts...................................................92
Section 11.9   Severability...................................................93
Section 11.10  Integration....................................................93
Section 11.11  Usury Savings Clause...........................................93
Section 11.12  GOVERNING LAW..................................................94
Section 11.13  Submission To Jurisdiction; Waivers............................94
Section 11.14  Acknowledgements...............................................94
Section 11.15  Confidentiality................................................95
Section 11.16  WAIVERS OF JURY TRIAL..........................................95
Section 11.17  ACKNOWLEDGEMENT OF NO CLAIMS, OFFSETS OR DEFENSES;
               RELEASE BY THE LOAN PARTIES....................................95
Section 11.18  Releases.......................................................96
Section 11.19  Co-Borrower's Obligations......................................96
Section 11.20  Intercreditor Agreement........................................97
Section 11.21  Term Loan Addendums............................................97
Section 11.22  Term Loan Amendments...........................................97
Section 11.23  Certain Permitted Transactions.................................97

                                   ARTICLE XII
                              THE COLLATERAL AGENT

Section 12.1   Appointment....................................................98
Section 12.2   Delegation of Duties...........................................98
Section 12.3   Exculpatory Provisions.........................................98
Section 12.4   Reliance by Collateral Agent...................................98
Section 12.5   Notice of Default..............................................99
Section 12.6   Indemnification................................................99
Section 12.7   Successor Collateral Agent.....................................99
Section 12.8   Amendment.....................................................100

                   1. Guarantee Obligations and Contingent Liabilities:

1.1  Clawbacks.................................................................2

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     2. Dispositions or Acquisitions of Business Properties since June 30, 2002:


SCHEDULES

Schedule I    Lenders, Commitments, Revolving Credit Commitment Percentages
              and Term Loan Percentages

Annex I       Schedule of Applicable Margins

Schedule 5.1  Guarantee Obligations, Contingent Liabilities and Dispositions

Schedule 5.6  Litigation

Schedule 5.15 Subsidiaries and Joint Ventures

Schedule 5.17 Environmental Matters


EXHIBITS

Exhibit A-1 Form of Revolving Credit Note

Exhibit A-2 Form of Initial Term Loan Note

Exhibit A-3 Form of Additional Term Loan Note

Exhibit B   Form of Term Loan Addendum

Exhibit C   Form of Guarantee and Security Documents Confirmation

Exhibit D   Form of Borrower Pledge Agreement

Exhibit E   Form of Borrower Security Agreement

Exhibit F   Form of EPEPC Guarantee

Exhibit G   Form of EPEPC Security Agreement (G&A Agreement)

Exhibit H   [Reserved]

Exhibit I   Form of Subsidiaries Guarantee

Exhibit J   Form of Subsidiary Pledge Agreement

Exhibit K   Form of Subsidiary Security Agreement

Exhibit L   Form of Borrowing Certificate

Exhibit M   Form of Assignment and Acceptance

Exhibit N   Form of Environmental Compliance Certificate

Exhibit O   Description of Chaco Transactions

                                       v
<PAGE>
      SIXTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 23, 1995,
as amended and restated through October 10, 2002 (this "Agreement"), among EL
PASO ENERGY PARTNERS, L.P., a Delaware limited partnership (the "Borrower"), EL
PASO ENERGY PARTNERS 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 WACHOVIA BANK, NATIONAL ASSOCIATION (as successor in interest to 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 JPMORGAN CHASE BANK (formerly known as The
Chase Manhattan Bank), a New York banking corporation, as administrative agent
for the Lenders hereunder (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :

      WHEREAS, the Borrower, the Co-Borrower, certain of the Lenders and the
Administrative Agent are parties to the Fifth Amended and Restated Credit
Agreement, dated as of March 23, 1995, as amended and restated through May 16,
2001, as amended by that certain First Amendment to Fifth Amended and Restated
Credit Agreement dated as of October 10, 2001, and as further amended by that
certain Second Amendment to Fifth Amended and Restated Credit Agreement dated as
of March 28, 2002 (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 provide for initial term loans in an amount up to
$160,000,000 to be available to the Borrower and its Restricted Subsidiaries,
(b) to provide for additional term loans in an amount equal to $500,000,000 less
the aggregate principal amount of any outstanding initial term loans referenced
in (a) above and any outstanding term loans made pursuant to the existing Credit
Agreement dated as of April 8, 2002, by and among EPN Holding Company, L.P., a
wholly owned indirect subsidiary of the Borrower, the lenders party thereto,
Banc One Capital Markets, Inc. and Wachovia Bank, National Association, as
co-syndication agents, Fleet National Bank and Fortis Capital Corp., as
co-documentation agents, and JPMorgan Chase Bank, as administrative agent, to be
available to the Borrower and its Restricted Subsidiaries, (c) to provide for
additional financial institutions to become parties thereto as Term Loan Lenders
(as hereinafter defined), (d) to amend certain covenants, (e) to consent to the
Redesignation of certain Unrestricted Subsidiaries as Restricted Subsidiaries,
including, without limitation, EPN Holding Company, L.P., and (e) 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 Term Loan 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 Restatement
Closing Date (as

                                       1
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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).

      "Additional Term Loans": as defined in Section 2.1(c).

      "Additional Term Loan Commitment": as to any Additional Term Loan Lender,
the obligation of such Term Loan Lender to make an Additional Term Loan of any
series hereunder in an aggregate principal amount not to exceed the amount set
forth in any Term Loan Addendum pursuant to which such Additional Term Loan
Lender agrees to make an Additional Term Loan of such series as a party hereto
or in any assignment and acceptance, as such amount shall be reduced in
accordance with the provisions of this Agreement.

      "Additional Term Loan Lenders": any Lender having an Additional Term Loan
or, on or prior to the Additional Term Loan Closing Date, an Additional Term
Loan Commitment outstanding hereunder.

      "Additional Term Loan Closing Date": as to each series of Additional Term
Loans created hereunder, the closing date set forth in the Term Loan Addendum
creating such Additional Term Loans.

      "Additional Term Loan Maturity Date": as to each series of Additional Term
Loans created hereunder, the maturity date set forth in the Term Loan Addendum
creating such Additional Term Loans.

      "Additional Term Loan Note": as defined in Section 2.2(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. 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 (or
similar authority) 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.

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      "Aggregate Outstanding Revolving Credit Extensions of Credit": as to any
Revolving Credit 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 greater of (a) the Prime Rate in
effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. 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); 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 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 Federal Funds Effective Rate, 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) of the first sentence of this
definition, 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
or the Federal Funds Effective Rate shall be effective on the effective day of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

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

      "Applicable Lender": with respect to any borrowing of Revolving Credit
Loans, each Revolving Credit Lender; with respect to any borrowing of Initial
Term Loans, each Initial Term Loan Lender and with respect to any borrowing of
Additional Term Loans of any series, each Additional Term Loan Lender with
respect to such series.

      "Applicable Margin": on any day and with respect to any (a) Initial Term
Loans that are Alternate Base Rate Loans, 2.25% per annum and for any Initial
Term Loans that are Eurodollar Loans, 3.50% per annum, subject in each case to
adjustment pursuant to the terms of Section 4.4(e), (b) series of Additional
Term Loans, the "Applicable Margin" set forth in the Term Loan Addendum
establishing such series of Additional Term Loans and (c) Type of Revolving
Credit Loan and the Commitment Fee payable pursuant to Section 2.5, 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

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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 for any Revolving Credit Loan 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 (i)
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 (x) setting forth in reasonable detail
the calculation of the Leverage Ratio at the end of such fiscal quarter and (y)
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 (ii) shall apply (A) 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 (B) 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.

      "Applicable Percentage": as to any Revolving Credit Lender, such Lender's
Revolving Credit Commitment Percentage; as to any Initial Term Loan Lender, a
percentage, the numerator of which is such Lender's Initial Term Loan Commitment
and the denominator of which is the aggregate Initial Term Loan Commitments; and
as to any Term Loan Lender in respect of Additional Term Loans of any series, a
percentage, the numerator of which is such Lender's Additional Term Loan
Commitment in respect of such series and the denominator of which is the
aggregate Additional Term Loan Commitments in respect of such series.

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

      "Approved Fund": any Person (other than a natural person) that is (or will
be) engaged in making, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

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

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

                                       4
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      "Argo II": Argo II, L.L.C., a Delaware limited liability company.

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

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

      "Available Revolving Credit Commitment": as to any Revolving Credit 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 Guarantee": the Guarantee made by the Borrower and the
Co-Borrower in favor of the EPNHC Administrative Agent for the benefit of the
EPNHC Lenders.

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

      "Borrower Security Agreement": the Amended and Restated Borrower Security
Agreement made by the Borrower in favor of the Collateral Agent for the benefit
of the EPN Group Lenders and the Marco Polo Lenders, substantially in the form
of Exhibit E 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 Revolving Credit
Lenders to make Revolving Credit Loans, the Initial Term Loan Lenders to make
Initial Term Loans, the Additional Term Loan Lenders of any series to make
Additional Term Loans or the Issuing Bank to issue a Letter of Credit hereunder.

      "Business": as defined in Section 5.17.

      "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.

                                       5
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      "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.

      "Chaco": The Chaco Liquids Plant Trust, a Massachusetts business trust,
which became a Restricted Subsidiary of the Borrower in connection with the
Chaco Transactions.

      "Chaco Transactions": The series of related transactions among the
Borrower, certain subsidiaries of El Paso and certain other entities with
respect to the Chaco cryogenic plant and certain related facilities located in
San Juan County, New Mexico, which transactions are more specifically described
as of May 16, 2001 on Exhibit O hereto.

      "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
Restatement Closing Date and the shareholders of El Paso as of the Restatement
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 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; or

                                       6
<PAGE>
            (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.

      Notwithstanding the foregoing, (i) 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, and (ii) consummation of the i-share
Transactions shall not constitute a Change of Control.

      "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.

      "Collateral Agent": JPMorgan, in its capacity as Collateral Agent as
appointed by the EPN Group Lenders and its successors and assigns.

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

      "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 4.13,
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

                                       7
<PAGE>
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 4.13, 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).

      "Consolidated Net Income": for any period, and in accordance with Section
4.13, 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 4.13, 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 4.13, all Indebtedness of the Borrower and its consolidated Subsidiaries
(excluding Unrestricted Subsidiaries) at such time.

                                       8
<PAGE>
      "Consolidated Total Senior Indebtedness": at any time and in accordance
with Section 4.13, 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.

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

      "Crystal Holding": Crystal Holding, 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).

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

      "East Breaks": East Breaks Gathering Company, L.L.C., a Delaware limited
liability company.

      "El Paso": El Paso Corporation, a Delaware corporation.

      "El Paso Energy Management": means El Paso Energy Management, L.L.C., a
Delaware limited liability company.

      "El Paso Energy Management Registration Statements": means the Forms S-1
and S-3 (registration numbers 333-97963 and 333-97963-01, respectively) jointly
filed, with the Securities and Exchange Commission by El Paso Energy Management
and the Borrower, respectively, as such registration statements are amended and
supplemented from time to time.

      "El Paso Group": collectively, (1) El Paso, and (2) each Person which is a
direct or indirect Subsidiary of El Paso, including, without limitation, El Paso
Energy Management.

      "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.

                                       9
<PAGE>
      "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, a Delaware corporation.

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

      "EPEPC Security Agreement": the Amended and Restated EPEPC Security
Agreement (G&A Agreement) made by EPEPC in favor of the Collateral Agent for the
benefit of the EPN Group Lenders and the Marco Polo Lenders, substantially in
the form of Exhibit G hereto, which amends and restates the Amended and Restated
EPEPC Security Agreement (Management Agreement), as the same may be amended,
supplemented or otherwise modified from time to time.

      "EPGT Texas Pipeline": EPGT Texas Pipeline, L.P., a Delaware limited
partnership.

      "EPN Arizona": EPN Arizona Gas, L.L.C., a Delaware limited liability
company.

      "EPN GP Holding I": EPN GP Holding I, L.L.C., a Delaware limited liability
company.

      "EPN Holding Company I": EPN Holding Company I, L.P., a Delaware limited
partnership.

      "EPN Gathering and Treating": EPN Gathering and Treating Company, L.P., a
Delaware limited partnership.

      "EPN Gathering and Treating GP Holding": EPN Gathering and Treating GP
Holding, L.L.C., a Delaware limited liability company.

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

      "EPN Group Administrative Agents": the Administrative Agent and the EPNHC
Administrative Agent.

      "EPN Group Lenders": the Lenders and the EPNHC Lenders.

      "EPNHC": EPN Holding Company, L.P., a Delaware limited partnership.

      "EPNHC Administrative Agent": shall have the same meaning as the defined
term "Administrative Agent" in the EPNHC Credit Agreement.

      "EPNHC Credit Agreement": that certain Credit Agreement, dated as of April
8, 2002, as amended and restated through October 10, 2002, among EPNHC, the
EPNHC Lenders party

                                       10
<PAGE>
thereto, Banc One Capital Markets, Inc. and Wachovia Bank, National Association,
as co-syndication agents, Fleet National Bank and Fortis Capital Corp., as
co-documentation agents, and JPMorgan, as administrative agent, as such
agreement may be amended, supplemented or otherwise modified from time to time
in accordance with Section 8.9.

      "EPNHC Lenders": shall have the same meaning as the defined term "Lenders"
in the EPNHC Credit Agreement.

      "EPNHC Loan Documents": shall have the same meaning as the defined term
"Loan Documents" in the EPNHC Credit Agreement.

      "EPNHC Loan Obligations": shall have the same meaning as the defined term
"Obligations" in the EPNHC Credit Agreement.

      "EPNHC Term Loans": shall have the same meaning as the defined term "Term
Loans" in the EPNHC Credit Agreement.

      "EPN NGL": EPN NGL Storage, L.L.C., a Delaware limited liability company,
formerly known as Crystal Properties and Trading Company, L.L.C.

      "EP Transport" El Paso Energy Partners Oil Transport Systems, L.L.C., a
Delaware limited liability company.

      "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.

                                       11
<PAGE>
      "Eurodollar Loans": 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.

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

      "Existing EPNHC Credit Agreement": that certain Credit Agreement, dated as
of April 8, 2002 (as in effect prior to the execution of the EPNHC Credit
Agreement), among EPNHC, the Lenders party thereto, Banc One Capital Markets,
Inc. and Wachovia Bank, National Association, as co-syndication agents, Fleet
National Bank and Fortis Capital Corp., as co-documentation agents, and
JPMorgan, as administrative agent.

      "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.

      "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.

      "G&A Agreement" means (i) the General and Administrative Services
Agreement (formerly the Management Agreement (as defined in the Existing Credit
Agreement)), dated as of April 8, 2002 by and between DeepTech International
Inc., a Delaware corporation, the General Partner and El Paso Field Services,
L.P., a Delaware limited partnership, as in effect on the Restatement 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 past practices.

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

                                       12
<PAGE>
      "Gateway": Deepwater Gateway L.L.C., a Delaware limited liability company
and a Joint Venture created by the Borrower and Cal Dive International, Inc. to
initially develop and construct the Marco Polo Platform by, among other things,
building and constructing platforms located in, and providing related services
with respect to, the Marco Polo Field.

      "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 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.

                                       13
<PAGE>
      "Guarantees": collectively, the EPEPC Guarantee and the Subsidiaries
Guarantee.

      "Hattiesburg Sales": Hattiesburg Industrial Gas Sales, 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.

      "High Island": High Island Offshore System, L.L.C., a Delaware limited
liability company.

      "Hub Services": El Paso Hub Services Company, L.L.C., a Delaware limited
liability company.

      "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.

      "Indian Basin": El Paso Indian Basin, L.P., a Delaware limited
partnership.

      "Initial Term Loans": as defined in Section 2.1(b).

      "Initial Term Loan Commitment": as to any Initial Term Loan Lender, the
obligation of such Term Loan Lender to make an Initial Term Loan hereunder in an
aggregate principal amount not to exceed the amount set forth opposite such
Initial Term Loan Lender's name on Schedule I under the heading "Initial Term
Loan Commitment" or in any assignment and acceptance, as such amount shall be
reduced in accordance with the provisions of this Agreement.

                                       14
<PAGE>
      "Initial Term Loan Lenders": any Lender having an Initial Term Loan or, on
or prior to the Restatement Closing Date, an Initial Term Loan Commitment
outstanding hereunder.

      "Initial Term Loan Maturity Date": the fifth anniversary of the
Restatement Closing Date.

      "Initial Term Loan Note": as defined in Section 2.2(e).

      "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 the
Restatement Closing Date between the Administrative Agent, for the benefit of
the Lenders, the EPNHC Administrative Agent, for the benefit of the EPNHC
Lenders, the administrative agent for the lenders in connection with the Marco
Polo Financing Documents, for the benefit of the lenders thereunder, and the
Collateral Agent and acknowledged by the Borrower and EPNHC, as amended,
modified and supplemented from time to time.

      "Interest Payment Date": (a) as to any Alternate Base Rate Loan, the last
day of each March, June, September and December, commencing December 31, 2002,
(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;

                                       15
<PAGE>
            (2) any Interest Period that would otherwise extend beyond the
      Revolving Credit Termination Date or the Term Loan Maturity Date, as
      applicable, shall end on the Revolving Credit Termination Date or the Term
      Loan Maturity Date, as applicable;

            (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 Loan.

      "Intrastate": El Paso Energy Intrastate, L.P., a Delaware limited
partnership.

      "i-share Transactions": as defined in subsection 11.22(b).

      "Issuing Bank": JPMorgan, 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 Gateway, Atlantis, Copper Eagle and Poseidon and their respective
Subsidiaries shall be deemed a Joint Venture for purpose of the Loan Documents
unless any such Person 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.

      "JPMorgan": JPMorgan Chase Bank, formerly known as The Chase Manhattan
Bank.

      "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 "Revolving Credit
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.

                                       16
<PAGE>
      "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": a Revolving Credit Loan or a Term Loan and "Loans" shall mean
collectively the Revolving Credit Loans or the Term Loans or one or more of
them.

      "Loan Documents": this Agreement, the Notes, the Guarantees, the Security
Documents, any confirmation of such Guarantees and Security Documents, any Term
Loan Addendum, the Intercreditor Agreement 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.

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

      "Marco Polo Clawback": the "clawback" and similar obligations incurred by
the Borrower and any Restricted Subsidiary under the Marco Polo Financing
Documents in an aggregate amount not to exceed $22,500,000 at any one time
outstanding.

      "Marco Polo Financing": the loans made to Gateway under the Marco Polo
Financing Documents.

      "Marco Polo Financing Documents": (i) the Credit Agreement dated as of
August 15, 2002, among Gateway, as borrower, JPMorgan Chase Bank, individually
and as administrative agent, Wachovia Bank, National Association and Bank One,
N.A., as syndication agents, Fortis Capital Corp. and BNP Paribas, as
documentation agents, and the lenders party thereto and (ii) the other financing
documents (as identified therein); in the case of (i) and (ii) above, as
amended, restated, renewed, replaced, supplemented or otherwise modified from
time to time.

      "Marco Polo Field": the oil and gas property known as the "Marco Polo
Field" located offshore Louisiana, in the Gulf of Mexico Outer Continental
Shelf, including Green Canyon Blocks 474, 518-520, 562-564, 606-608, 652, and
830.

      "Marco Polo Lenders": shall have the same meaning as the defined term
"Lenders" in the Marco Polo Financing Documents.

                                       17
<PAGE>
      "Marco Polo Platform": the Moses-type four-column tension leg platform
floating hull facility, pipelines, processing facilities, and appurtenances in
connection with the development of the Marco Polo Field to be constructed,
installed and owned by Gateway.

      "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, any of the Notes
or any of the other Loan Documents or (c) the validity or enforceability of this
Agreement, any of the Notes or any of the other Loan Documents or the rights or
remedies of the Administrative Agent, Collateral 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.

      "MIAGS": Matagorda Island Area Gathering System, a Texas joint venture.

      "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).

      "Notes": the Revolving Credit Notes, the Initial Term Loan Notes and the
Additional Term Loan Notes.

                                       18
<PAGE>
      "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 obligations and liabilities of the Borrower to the Administrative
Agent, the Collateral 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, the Collateral Agent or to any Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise.

      "Offshore Gathering & Transmission": El Paso Offshore Gathering &
Transmission, L.P., a Delaware limited partnership.

      "Original Closing Date": May 16, 2001.

      "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 Restatement 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.

      "Pipeline GP Holding": EPN Pipeline GP Holding, L.L.C., a Delaware limited
liability company.

                                       19
<PAGE>
      "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
Subsidiary 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.

      "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.

      "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 EPN Group Lenders": at any time, EPN Group Lenders the Total EPN
Group Credit Percentages of which aggregate at least 51%.

      "Required Lenders": at any time, Lenders the Total Credit Percentages of
which aggregate at least 51%.

                                       20
<PAGE>
      "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.

      "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.

      "Restatement Closing Date": the date on which the conditions set forth in
Section 6.3 are first satisfied or waived, which shall occur on or prior to
October 10, 2002.

      "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 Arizona Gas, EPN Arizona and MIAGS 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 Revolving Credit Lender, the
obligation of such Revolving Credit 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 Revolving Credit
Lender's name on Schedule I under the heading "Revolving Credit Commitment" or
in any assignment and acceptance pursuant to which such Revolving Credit 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 Percentage": as to any Revolving Credit
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) a percentage, the numerator of which is such Lender's
Revolving Credit Commitment and the denominator of which is the aggregate
Revolving Credit Commitments then in effect or (b) 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 Credit
Extensions of Credit and the denominator of which is the Aggregate Outstanding
Revolving Credit Extensions of Credit of all Lenders at such time.

                                       21
<PAGE>
      "Revolving Credit Commitment Period": the period from and including the
Original Closing Date 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 Lender": any Lender having a Revolving Credit Commitment
or any Aggregate Outstanding Revolving Credit Extensions of Credit hereunder.

      "Revolving Credit Loans": as defined in Section 2.1(a).

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

      "Revolving Credit Termination Date": the third anniversary of the Original
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, 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 Consolidated Amended and Restated
Subsidiaries Guarantee made by the Subsidiary Guarantors in favor of the EPN
Group Administrative Agents, for the benefit of the EPN Group Lenders and Marco
Polo Lenders, substantially in the form of Exhibit I hereto, which amends and
restates as a single instrument the "Subsidiaries Guarantee" referred to in the
Existing Credit Agreement and the "Subsidiaries Guarantee" and the "Parent
Guarantees" referred to in the Existing EPNHC Credit Agreement, as the same may
be amended, supplemented or otherwise modified from time to time.

                                       22
<PAGE>
      "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, Argo I, Argo II, Chaco,
Crystal Holding, Delos, EP Deepwater, EP Operating, EP Transport, EPN NGL, First
Reserve, Flextrend, Green Canyon, Hattiesburg Sales, Hattiesburg Storage, Manta
Ray, Petal Gas Storage, Poseidon, VK Deepwater, VK Main Pass, East Breaks, High
Island, EPN GP Holding I, EPN Holding Company I, EPN GP Holding, EPNHC,
Intrastate, Pipeline GP Holding, EPGT Texas Pipeline, Hub Services, Warwink I,
Warwink II, Warwink Gathering and Treating, Offshore Gathering & Transmission,
Indian Basin, EPN Gathering and Treating, EPN Gathering and Treating GP, 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 Pledge Agreement": the Consolidated Amended and Restated
Subsidiary Pledge Agreement made by each of the Subsidiary Guarantors (including
any pledge agreement executed and delivered pursuant to Section 8.17) in favor
of the Collateral Agent for the ratable benefit of the EPN Group Lenders and the
Marco Polo Lenders, substantially in the form of Exhibit J hereto, which amends
and restates as a single instrument the "Subsidiary Pledge Agreement" referred
to in the Existing Credit Agreement and the "Subsidiary Pledge Agreement," the
"Borrower Pledge Agreement" and the "Parent Pledge Agreement" referred to in the
Existing EPNHC Credit Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.

      "Subsidiary Security Agreement": the Consolidated Amended and Restated
Subsidiary 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 Collateral Agent for the ratable benefit of the EPN Group
Lenders and the Marco Polo Lenders, substantially in the form of Exhibit K
hereto, which amends and restates as a single instrument the "Subsidiary
Security Agreement" referred to in the Existing Credit Agreement and the
"Subsidiary Security Agreement" and the "Borrower Security Agreement" referred
to in the Existing EPNHC Credit Agreement as the same may be amended,
supplemented or otherwise modified from time to time.

      "Term Loan": as defined in Section 2.1(c).

      "Term Loan Addendum": a Term Loan Addendum substantially in the form
attached hereto as Exhibit B.

      "Term Loan Commitment": as to any Term Loan Lender, such Lender's Initial
Term Loan Commitment and Additional Term Loan Commitment, if any.

                                       23
<PAGE>
      "Term Loan Commitment Percentage": (a) as to any Initial Term Loan Lender
at any time, a percentage, the numerator of which is such Lender's Initial Term
Loan Commitment and the denominator of which is the aggregate Initial Term Loan
Commitments then in effect and (b) as to any Additional Term Loan Lender at any
time, a percentage, the numerator of which is such Lender's Additional Term Loan
Commitment with respect to a particular series of Additional Term Loans and the
denominator of which is the aggregate Additional Term Loan Commitments for such
series of Additional Term Loans.

      "Term Loan Lender": any Lender having a Term Loan outstanding hereunder.

      "Term Loan Maturity Date": as to any Initial Term Loan, the Initial Term
Loan Maturity Date, and as to any Additional Term Loan, the applicable
Additional Term Loan Maturity Date.

      "Term Loan Percentage": as to any Term Loan Lender, the percentage which
such Lender's Term Loans then outstanding constitutes of the aggregate Term
Loans then outstanding.

      "Total Credit Percentage": as to any Lender at any time, the percentage of
the sum of the aggregate Revolving Credit Commitments and the aggregate Term
Loans then constituted by the sum of its Revolving Credit Commitment and its
Term Loans (it being agreed that in the case of the termination or expiration of
the Revolving Credit Commitments, the aggregate Revolving Credit Commitment and
such Lender's Revolving Credit Commitment shall be determined by reference to
the Aggregate Outstanding Revolving Credit Extensions of Credit of all Lenders
and such Lender's Aggregate Outstanding Revolving Credit Extensions of Credit).

      "Total EPN Group Credit Percentage": as to any EPN Group Lender at any
time, the percentage of the aggregate Revolving Credit Commitments, Term Loans
and EPNHC Term Loans then constituted by its Revolving Credit Commitments, its
Term Loans and its EPNHC Term Loans (it being agreed that in the case of the
termination or expiration of the Revolving Credit Commitments, the aggregate
Revolving Credit Commitments and such Lender's Revolving Credit Commitment shall
be determined by reference to the Aggregate Outstanding Revolving Credit
Extensions of Credit of all EPN Group Lenders and such EPN Group Lender's
Aggregate Outstanding Revolving Credit Extensions of Credit).

      "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 or Term Loans shall
originally have been made on the same day).

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

      "Type": as to any 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.

                                       24
<PAGE>
      "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) 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, Arizona Gas, EPN Arizona and MIAGS shall each be deemed to be an
Unrestricted Subsidiary unless redesignated as a Restricted Subsidiary in
accordance with this Agreement.

      "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.

      "Warwink I": El Paso Energy Warwink I Company, L.P., a Delaware limited
partnership.

      "Warwink II": El Paso Energy Warwink II Company, L.P., a Delaware limited
partnership.

      "Warwink Gathering and Treating": Warwink Gathering and Treating Company,
a Texas general partnership.

      "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 Notes or any
certificate or other document made or delivered pursuant hereto.

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

                                       25
<PAGE>
document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications
set forth herein), (ii) any reference herein to any Person shall be construed to
include such Person's successors and assigns (subject to any restrictions on
assignments set forth herein), (iii) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, and (iv)
all references herein to Articles, Sections, subsection, Exhibits, Annexes and
Schedules shall be construed to refer to Articles, Sections and subsections of,
and Exhibits, Annexes and Schedules to, this Agreement.

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

                                   ARTICLE II
                            AMOUNT AND TERMS OF LOANS

      Section 2.1 Loans and Commitments.

            (a) Subject to the terms and conditions hereof, each Revolving
Credit Lender severally agrees to make revolving credit loans (the "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 Revolving Credit 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) Subject to the terms and conditions hereof, each Initial Term
Loan Lender severally agrees to make, on the Restatement Closing Date, term
loans (the "Initial Term Loans") to the Borrower in an aggregate principal
amount not to exceed such Lender's Initial Term Loan Commitment. Once repaid,
Initial Term Loans may not be reborrowed.

            (c) Subject to the terms and conditions hereof, from time to time
the Borrower, the Co-Borrower and the Administrative Agent may enter into a Term
Loan Addendum with additional financial institutions or Lenders in order to
permit the issuance of a series of additional term loans (the "Additional Term
Loans" and collectively, with the Initial

                                       26
<PAGE>
Term Loans, the "Term Loans") hereunder. Each such Term Loan Addendum shall set
forth the following terms with respect to such series of Additional Term Loans:
(i) the aggregate principal amount thereof, (ii) the amortization thereof, if
any, (iii) the Applicable Margin, (iv) the Additional Term Loan Maturity Date,
which date shall be on or after the Initial Term Loan Maturity Date, (v) the
Additional Term Loan Closing Date, (vi) the Additional Term Loan Commitment for
each Additional Term Loan Lender party to such Term Loan Addendum and (vii) the
fees related thereto, if any; provided, however, that on any date the aggregate
principal amount of all series of Additional Term Loans shall not exceed an
amount equal to $500,000,000 less, as of the date of such determination, the
aggregate outstanding principal amount of (x) the Initial Term Loans and (y) the
EPNHC Term Loans. Subject to the terms and conditions hereof, upon execution and
delivery of the Term Loan Addendum as to Additional Term Loans of any series,
each Additional Term Loan Lender in respect of such series severally agrees to
make, on the Additional Term Loan Closing Date for such series, Additional Term
Loans to the Borrower in an aggregate principal amount not to exceed such
Additional Term Loan Lender's Additional Term Loan Commitment for such series.
Upon the execution and delivery of each Term Loan Addendum by the Borrower, the
Co-Borrower, the Administrative Agent and the Additional Term Loan Lenders in
accordance with the terms of this Section 2.1(c), this Agreement shall be
supplemented and modified by the terms contained therein and such Term Loan
Addendum shall become a Loan Document hereunder and no additional consent or
approval shall be required from the Required Lenders for the execution and
effectiveness of such Term Loan Addendum. Any series of Additional Term Loans
made pursuant to this Section 2.1(c) shall be in a minimum aggregate amount
equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof. No
Term Loan Lender shall be obligated to make any Additional Term Loans unless it
is a signatory to the Term Loan Addendum relating to such series of Additional
Term Loans.

            (d) In the event that the Applicable Margin set forth in any Term
Loan Addendum with respect to any series of Additional Term Loans is more
favorable or beneficial to the Term Loan Lenders for such series of Additional
Term Loans than the Applicable Margin with respect to any Term Loans outstanding
as of the effective date of such Term Loan Addendum, the Applicable Margin with
respect to all outstanding Term Loans, without any further action on the part of
the Borrower or any further action or approval required of the Administrative
Agent or the Lenders, shall be deemed to be amended automatically to provide
that the Applicable Margin in such Term Loan Addendum shall apply to all Term
Loans outstanding immediately prior to the effective date of such Term Loan
Addendum.

            (e) The 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 Loan shall be made as a Eurodollar Loan after the
day that is one month prior to the Revolving Credit Termination Date or Term
Loan Maturity Date, as applicable.

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

                                       27
<PAGE>
      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 (i) Revolving Credit Lender the
then unpaid principal amount of each Revolving Credit Loan on the Revolving
Credit Termination Date, (ii) Initial Term Loan Lender (x) in semi-annual
installments beginning on the date six months following the Restatement Closing
Date and ending on the date six months prior to the Initial Term Loan Maturity
Date, an amount equal to $2,500,000 for each installment and (y) the then unpaid
principal amount of each Initial Term Loan on the Initial Term Loan Maturity
Date and (iii) each Additional Term Loan Lender the amounts indicated in the
applicable Term Loan Addendum at such times as therein indicated.

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

            (c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder; the Type thereof;
whether such Loan is a Term Loan or a Revolving Credit Loan; for each Term Loan,
whether such Term Loan is an Initial Term Loan or Additional Term Loan; for each
Additional Term Loan, the series designation for such Additional Term Loan; and
the Interest Period applicable to each Loan made hereunder, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

            (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section 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 Loans in accordance with the terms of this Agreement.

            (e) Any Lender may request that the Revolving Credit Loans or the
Term 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-1 hereto (a "Revolving Credit Note"), or
a promissory note substantially in the form of Exhibit A-2 hereto (a "Initial
Term Loan Note"), or a promissory note substantially in the form of Exhibit A-3
hereto (a "Additional Term Loan Note"), as applicable, payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its registered
assigns). Thereafter, the Loans evidenced by any 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 Borrowing.

            (a) 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,

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<PAGE>
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, (i) 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 (ii) one Business Day prior to
the requested Borrowing Date, otherwise), specifying (w) the amount to be
borrowed, (x) the requested Borrowing Date, (y) whether the borrowing is to be
of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and (z)
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 (1) 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 (2)
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 Revolving Credit Lender thereof.
Each Revolving Credit 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 Revolving Credit
Lenders and in like funds as received by the Administrative Agent.

            (b) The Borrower may borrow under the Initial Term Loan Commitments
on the Restatement Closing Date, 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, on the Restatement
Closing Date), specifying (x) the amount to be borrowed, (y) that such Initial
Term Loan shall be incurred on the Restatement Closing Date and (z) that such
borrowing is to be of Alternate Base Rate Loans. Upon receipt of any such notice
from the Borrower, the Administrative Agent shall promptly notify each Initial
Term Loan Lender thereof. Each Initial Term Loan 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 2:00 P.M., New York City time, on the Restatement
Closing Date 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
Initial Term Loan Lenders and in like funds as received by the Administrative
Agent.

            (c) The Borrower may borrow under the Additional Term Loan
Commitments for a particular series of Additional Term Loans on the applicable
Additional Term Loan Closing Date, 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, on the applicable
Additional Term Loan Closing Date), specifying (x) the amount to be borrowed,
(y) that such Additional Term Loan shall be incurred on the Additional Term Loan
Closing Date and (z) that such borrowing is to be of Alternate Base Rate Loans.
Upon receipt of any such notice from the Borrower, the Administrative Agent
shall promptly notify each

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<PAGE>
Additional Term Loan Lender for such series of Additional Term Loans thereof.
Each Additional Term Loan Lender for such series of Additional Term Loans 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 2:00 P.M., New York City
time, on the applicable Additional Term Loan Closing Date 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 Additional Term Loan Lenders for
such series of Additional Term Loans and in like funds as received by the
Administrative Agent.

      Section 2.4 Limitations on 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. The aggregate amount of
the Term Loans shall not exceed the aggregate Term Loan Commitments.

      Section 2.5 Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Credit 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 December 31, 2002,
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 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.

            (c) Any or all of the Initial Term Loan Commitments remaining unused
shall automatically terminate at 5:00 P.M., New York City time, on the
Restatement Closing Date.

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<PAGE>
            (d) Any or all of the Additional Term Loan Commitments for any
series of Additional Term Loans remaining unused shall automatically terminate
at 5:00 P.M., New York City time, on the applicable Additional Term Loan Closing
Date.

      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 Revolving Credit 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 Revolving Credit Lender thereof. Each Revolving
Credit 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 Revolving Credit
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 Revolving
Credit Lender to provide any such consent shall be deemed to be a refusal to
consent to such change.

                                   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 Revolving Credit 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

                                       31
<PAGE>
                  (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 Restatement Closing Date shall be deemed to be
Letters of Credit issued under this Agreement on the Restatement 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 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 Revolving Credit 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

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<PAGE>
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 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

                                       33
<PAGE>
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.

            (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

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<PAGE>
maturity, by acceleration or otherwise) until payment in full at the rate which
would be payable on any outstanding Revolving Credit Loans which are 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.

            (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.

                                       35
<PAGE>
                                   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 (or at other times with the payment of applicable breakage
costs), 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, the
Initial Term Loans, the Additional Term Loans of any series, or any combination
thereof, in whole or in part, without premium or penalty (except as set forth in
Section 4.1(e) below), upon at least four Business Days' irrevocable notice to
the Administrative Agent, specifying (i) the date and amount of prepayment, (ii)
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, (iii) whether the prepayment is of Revolving Credit Loans, Initial Term
Loans, the Additional Term Loans of any series, or any combination thereof, and,
if of a combination thereof, the amount allocable to each and (iv) if the
prepayment includes Term Loans, the amount allocable, if any, to the Initial
Term Loans or the Additional Term Loans of each series. Upon receipt of any such
notice the Administrative Agent shall promptly notify each Applicable Lender
thereof. If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, with accrued interest to such
date on the amount prepaid in the case of prepayment of Term Loans. Partial
prepayments (x) of Revolving Credit Loans shall be in an aggregate principal
amount of $1,000,000 or a whole multiple thereof and (y) of any Term Loans shall
be in an aggregate principal amount of $5,000,000 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 this subsection 4.1(b).

            (c) The application of any prepayment of Initial Term Loans or
Additional Term Loans of any series pursuant to subsection 4.1(a) shall be made
to the remaining installments of such Initial Term Loans or Additional Term
Loans of such series, as applicable, in the inverse order of their maturity.

            (d) 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.

            (e) With respect to any optional prepayment made by the Borrower in
connection with the Initial Term Loans on or before the first anniversary of the
Restatement Closing Date, the Borrower shall pay to the Administrative Agent,
for the account of the applicable Initial Term Loan Lenders, a prepayment in an
amount (including principal and

                                       36
<PAGE>
premium) equal to 101% of the aggregate principal amount of the Initial Term
Loans to be prepaid as set forth pursuant to the notice of prepayment provided
to the Administrative Agent pursuant to Section 4.1(a) above plus all accrued,
unpaid interest to the date of such prepayment.

      Section 4.2 Conversion and Continuation Options.

            (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
Applicable 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 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 Loan may be converted into a
Eurodollar Loan after the date that is one month prior to the Revolving Credit
Termination Date or applicable Term Loan Maturity Date, as applicable.

            (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 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 or applicable Term Loan Maturity Date, as applicable,
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 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 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
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.

                                       37
<PAGE>
      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.

            (c) If all or a portion of (i) the principal amount of any 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.

            (e) With respect to any Initial Term Loan, whether an Alternate Base
Rate Loan or a Eurodollar Loan, in the event that, on any date, (i) the
Borrower's senior, long-term unsecured debt rating issued by S&P is less than
BB+ and (ii) the Borrower's senior, long-term unsecured debt rating issued by
Moody's is less than Ba2 or the Borrower's senior secured debt rating issued by
Moody's is less than Ba1, then on such date the Applicable Margin with respect
to Initial Term Loans that are Alternate Base Rate Loans shall be 3.25% per
annum and the Applicable Margin for Initial Term Loans that are Eurodollar Loans
shall be 4.50% per annum, which adjustment to the Applicable Margin for Initial
Term Loans shall become effective on the date that such event occurs and the
increase shall continue until the date upon which (x) the Borrower's senior,
long-term unsecured debt rating issued by S&P is equal to or greater than BB+
and (y) the Borrower's senior, long-term unsecured debt rating issued by Moody's
is equal to or greater than Ba2 or the Borrower's senior secured debt rating
issued by Moody's is equal to or greater than Ba1, on which date the Applicable
Margin for Initial Term Loans will return to 2.25% per annum for Alternate Base
Rate Loans and 3.50% per annum for Eurodollar Loans.

      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.

                                       38
<PAGE>
            (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 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 Loans that
were to have been converted on the first day of 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 Loans to
Eurodollar Loans.

      Section 4.7 Pro Rata Treatment and Payments.

            (a) Each borrowing by the Borrower from the Revolving Credit Lenders
hereunder, each payment by the Borrower on account of any commitment fee payable
pursuant to Section 2.5 hereunder and any reduction of the Revolving Credit
Commitments of the Lenders shall be made pro rata according to the respective
Revolving Credit Commitment Percentages of the Revolving Credit Lenders. Each
borrowing by the Borrower from the Term Loan Lenders hereunder with respect to
the Initial Term Loans or Additional Term Loans of any series shall be made pro
rata according to the respective Term Loan Commitment Percentages applicable to
such Initial Term Loans or such Additional Term Loans of such Term Loan Lenders.
Each payment (including each prepayment) by the Borrower on account of principal
of and interest on (i) the Initial Term Loans or Additional Term Loans of any
series shall be made pro rata according to the respective outstanding principal
amounts of the Initial Terms Loans or the Additional Term Loans of such series
then held by the Term Loan Lenders, or (ii) 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 Revolving Credit Lenders. All payments
(including prepayments) to be made by the Borrower hereunder and under the
Notes, whether on account of principal, interest, fees or otherwise, shall be
made without set off or counterclaim and shall be

                                       39
<PAGE>
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
Applicable 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 Applicable 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 Applicable
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 Applicable 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 Applicable Percentage of such
borrowing is not in fact made available to the 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 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
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.

                                       40
<PAGE>
      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 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 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 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.

                                       41
<PAGE>
      Section 4.10 Taxes.

            (a) All payments made by the Borrower under this Agreement and the
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, the Collateral Agent and
each Lender, net income taxes and franchise taxes (imposed in lieu of net income
taxes) imposed on the Administrative Agent, the Collateral 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, the Collateral Agent or such Lender (excluding a
connection arising solely from the Administrative Agent, the Collateral Agent or
such Lender having executed, delivered or performed its obligations or received
a payment under, or enforced, this Agreement or the 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, the Collateral Agent or any Lender
hereunder or under the Notes, the amounts so payable to the Administrative
Agent, the Collateral Agent or such Lender shall be increased to the extent
necessary to yield to the Administrative Agent, the Collateral 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
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, for the account of the Collateral Agent 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, the Collateral
Agent and the Lenders for any incremental taxes, interest or penalties that may
become payable by the Administrative Agent, the Collateral Agent or any Lender
as a result of any such failure. The agreements in this Section 4.10 shall
survive the termination of this Agreement and the payment of the 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;

                                       42
<PAGE>
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 Notes and all other amounts payable hereunder.

      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 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
Loans through such other lending office would not otherwise adversely affect
such 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 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)

                                       43
<PAGE>
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 4.13 with respect to any Acquired Business that has
been acquired as of such date.

      Section 4.14 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 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, 2001, and the
related consolidated statements of operations and of cash flows for the fiscal
year ended December 31, 2001, 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 June 30,
2002 and the related consolidated statements of operations and of cash flows for
the six months ended June 30, 2002, 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 six-month period then ended. All such financial statements, including the
related schedules and notes thereto, have been prepared 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 June 30, 2002
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

                                       44
<PAGE>
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 June 30,
2002 to and including the Restatement 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 June 30, 2002.

      Section 5.2 No Change. Since December 31, 2001 (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 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 Notes and to authorize the execution, delivery and performance
of this Agreement, the 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 Notes or the
Applications. This Agreement has been, and each Note and the Applications will
be, duly executed and delivered on behalf of the Borrower. This Agreement
constitutes, and each Note and each other Loan Document to which the Borrower is
a party 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).

                                       45
<PAGE>
            (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 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 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, 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,

                                       46
<PAGE>
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 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.

      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 Restatement Closing Date, and
the percentage of the equity interests owned by the Borrower in each such Person
as of such date. Except for Arizona Gas, EPN Arizona and MIAGS, each of the
Subsidiaries listed on Schedule 5.15 is as of the Restatement Closing Date a
Restricted Subsidiary.

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      Section 5.16 Purpose of Loans, Letters of Credit. The proceeds of the
Initial Term Loans shall be used by the Borrower (a) to refinance up to
$160,000,000 of the existing Indebtedness of the Borrower and EPNHC and (b) for
general corporate purposes. 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). The proceeds of any series
of Additional Term Loans shall be used for general corporate purposes,
including, without limitation, the refinancing of any existing Indebtedness of
the Borrower or EPNHC.

      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.

                                       48
<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 July 2002 and any other certificates or documents
furnished or to be furnished (but only, with respect to documents furnished
after the Restatement 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.

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<PAGE>
      Section 5.19 Security Documents. The Pledge Agreements are each effective
to create in favor of the Collateral Agent, for the ratable benefit of the EPN
Group Lenders and the Marco Polo 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
the Subsidiary Guarantors, respectively, in such Interests and Pledged
Certificates described therein and in proceeds thereof superior in right to any
other Person (subject to the Liens permitted pursuant to Section 8.3). Each
Security Agreement is effective to create in favor of the Collateral Agent, for
the ratable benefit of the EPN Group Lenders and the Marco Polo 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, EPEPC 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, G&A Agreement, etc.

            (a) As of the Restatement 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 Restatement Closing Date, the Administrative Agent has
received a complete copy of the Partnership Agreement, the G&A 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

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<PAGE>
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.

                                   ARTICLE VI
                              CONDITIONS PRECEDENT

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

            (a) Loan Documents. The Administrative Agent shall have received (i)
the Existing Credit Agreement, executed and delivered by a duly authorized
officer of the Borrower and the Co-Borrower, (ii) for the account of each
Revolving Credit 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 (as defined in
the Existing Credit Agreement) and Security Documents (as defined in the
Existing Credit Agreement), 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 (as defined in the Existing Credit Agreement), the
certificate of limited partnership of the Borrower, the G&A 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, 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 as of the Original Closing Date,
substantially in the form of Exhibit L to the Existing Credit Agreement, 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 the Existing Credit Agreement, the Revolving Credit
Notes and the other Loan Documents (as defined in the Existing Credit Agreement)
to which the Borrower is a party, (ii) the borrowings contemplated hereunder and

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<PAGE>
(iii) the granting by the Borrower of the Liens created pursuant to the Security
Documents (as defined in the Existing Credit Agreement) 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 Original 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 as
of the Original Closing Date, as to the incumbency and signature of the officers
of the Borrower and the Co-Borrower, respectively, executing any Loan Document
(as defined in the Existing Credit Agreement), 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 (as defined in the Existing Credit Agreement) to which the Co-Borrower
is a party and (ii) the granting by it of the Liens created pursuant to the
Security Documents (as defined in the Existing Credit Agreement) to which it is
a party, certified by the Secretary or an Assistant Secretary of the Co-Borrower
as of the Original 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 (as defined in the
Existing Credit Agreement) to which EPEPC is a party and (ii) the granting by it
of the Liens created pursuant to the Security Documents (as defined in the
Existing Credit Agreement) to which it is a party, certified by the Secretary or
an Assistant Secretary of EPEPC as of the Original 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 Original Closing Date, as to the
incumbency and signature of the officers of EPEPC executing any Loan Document
(as defined in the Existing Credit Agreement), 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 (as defined in the Existing Credit Agreement)

                                       52
<PAGE>
authorizing (i) the execution, delivery and performance of the Loan Documents
(as defined in the Existing Credit Agreement) to which it is a party and (ii)
the granting by it of the Liens created pursuant to the Security Documents (as
defined in the Existing Credit Agreement) to which it is a party, certified by
the Secretary or an Assistant Secretary of such Subsidiary as of the Original
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 Original Closing Date, as to the incumbency and signature
of the officers of such Subsidiary executing any Loan Document (as defined in
the Existing Credit Agreement), 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 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 Original 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 Revolving Credit 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 Revolving Credit Lender
shall have received the fees to be received on the Original 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 Revolving Credit 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 Revolving
Credit 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 (as defined
in the Existing Credit Agreement), 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 (as defined in the Existing Credit Agreement) shall have been
delivered to the Borrower and its Subsidiaries, and each Initial Transaction
Statement referred to

                                       53
<PAGE>
in such Pledge Agreements (as defined in the Existing Credit Agreement) shall
have been delivered to the Administrative Agent, as are required by any of the
Pledge Agreements (as defined in the Existing Credit Agreement).

            (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 completed 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 (as defined in the Existing Credit Agreement) 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.

                  (ii) The Revolving Credit 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 (as defined in the Existing Credit Agreement)
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 (as defined in the Existing Credit Agreement) 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 Revolving Credit Lenders in lieu of such
approvals) necessary or advisable in connection with the transactions and
financings contemplated hereby and by the other Loan Documents (as defined in
the Existing Credit Agreement) and the continuing operations of the Borrower,
the Subsidiaries and the Joint Ventures (including, without

                                       54
<PAGE>
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 Revolving Credit Lender, complete copies
of the financial statements described in Section 5.1 of the Existing Credit
Agreement.

            (x) Commodity Hedging Program. The Administrative Agent shall have
received, with a counterpart for each Revolving Credit 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 (as defined in the
Existing Credit Agreement) through the Original Closing Date.

            (z) Reallocation of Revolving Credit Loans; Assignments. The
Revolving Credit Lenders shall have reallocated the Revolving Credit Loans
outstanding under the Existing Credit Agreement (as defined in the Existing
Credit Agreement) immediately prior to the Original Closing Date, and the
Revolving Credit Lenders and the lenders under the Existing Credit Agreement (as
defined in 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 the Existing Credit Agreement (as defined herein).

            (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 the Existing Credit Agreement
and the other Loan Documents (as defined in the Existing Credit Agreement) shall
be reasonably satisfactory in form and substance to the Revolving Credit
Lenders, and the Revolving Credit 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 Revolving Credit. The
agreement of each Revolving Credit Lender to make any extension of revolving
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 revolving 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

                                       55
<PAGE>
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) Financial Covenants. 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 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 shall not exceed 5.0 to 1.0.Each
borrowing of a Revolving Credit Loan 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 that the conditions contained in this Section 6.2 have been
satisfied; provided that with respect to paragraph (d) above, such
representation and warranty shall be made by the Borrower in good faith based
upon assumptions believed by the Borrower to be reasonable.

      Section 6.3 Conditions Precedent to Making the Initial Term Loans. The
agreement of each Initial Term Loan Lender to make the Initial Term Loans on the
Restatement Closing Date and the closing and effectiveness of this Agreement is
subject to the satisfaction, immediately prior to or concurrently with the
making of such Term Loans on the Restatement 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 Initial Term Loan
Lender which requests the same, an Initial Term Loan Note executed and delivered
by a duly authorized officer of the Borrower, (iii) the Subsidiaries Guarantee,
the Subsidiary Security Agreement, and Subsidiary Pledge Agreement executed and
delivered by a duly authorized officer of each Loan Party thereto, (iv) the
EPEPC Guarantee, EPEPC Security Agreement, Borrower Pledge Agreement and
Borrower Security Agreement, executed and delivered by a duly authorized officer
of each Loan Party thereto and (v) such additional security documents reasonably
requested by the Administrative Agent.

            (b) EPNHC Credit Agreement. The Administrative Agent shall have
received a certified copy of (i) the EPNHC Credit Agreement and (ii) the
Borrower Guarantee.

            (c) Intercreditor Agreement. The Administrative Agent shall have
received the Intercreditor Agreement, executed and delivered by a duly
authorized officer of each party thereto.

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            (d) EPNHC Revolving Credit Loans. The Administrative Agent shall
have received satisfactory evidence as to the termination of all revolving
credit commitments under the Existing EPNHC Credit Agreement and the repayment
of all revolving credit loans outstanding thereunder.

            (e) 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 G&A 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.

            (f) Borrowing Certificate. The Administrative Agent shall have
received a certificate of the Borrower, dated the Restatement Closing Date,
substantially in the form of Exhibit L hereto, 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.

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

            (i) 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

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<PAGE>
Secretary or an Assistant Secretary of the Co-Borrower as of the Restatement
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) 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 Restatement 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.

            (k) EPEPC Incumbency Certificate. The Administrative Agent shall
have received a certificate of EPEPC, dated the Restatement 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.

            (l) 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 Restatement
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.

            (m) Subsidiary Incumbency Certificates. The Administrative Agent
shall have received a certificate of each Subsidiary of the Borrower which is a
Loan Party, dated the Restatement 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, Treasurer or any Vice President and the Secretary or any Assistant
Secretary of each such Subsidiary.

            (n) 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 Restatement 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.

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<PAGE>
            (o) 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.

            (p) Fees. The Borrower shall have paid to (i) the Administrative
Agent and each Lender the fees to be received on the Restatement Closing Date as
separately agreed to between each of them and the Borrower and (ii) the
Administrative Agent all then due and payable interest, commitment fees and
letter of credit commissions accrued under the Existing Credit Agreement through
the Restatement Closing Date.

            (q) Legal Opinions. The Administrative Agent shall have received,
with a counterpart for each Lender, (i) the executed legal opinion of Akin,
Gump, Strauss, Hauer & Feld, L.L.P., counsel to the Borrower and the other Loan
Parties, and (ii) the executed legal opinion of Robert W. Baker, Esq., in house
counsel to the Borrower and the other Loan Parties as to certain matters, each
addressed to the Administrative Agent, the Collateral Agent and each Lender in
form and substance reasonably satisfactory to the Administrative Agent.

            (r) Actions to Perfect Liens. The Collateral 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 completed financing statements on form UCC-1 and amendments to
financing statements on form UCC-3, necessary or, in the opinion of the
Collateral Agent, desirable to perfect the Liens created by the Security
Documents shall have been completed and the Collateral Agent shall have received
from the EPN Group Administrative Agents each of 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.

            (s) 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.

            (t) 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 and the EPNHC Loan Obligations and the
guarantees thereof under the EPNHC Loan Documents are permitted under the Senior
Subordinated Note Indentures and constitute "Senior Debt" or "Guarantor Senior
Debt," as applicable, under the Senior Subordinated Note Indentures.

            (u) Litigation, Etc. Except as disclosed in Schedule 5.6, no suit,
action, investigation, inquiry or other proceeding (including, without
limitation, the enactment or

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<PAGE>
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.

            (v) 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 Restricted Subsidiaries and the Joint Ventures
(including, without limitation, any consents of other partners of and lenders to
any Joint Venture) shall have been obtained and be in full force and effect.

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

            (x) 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.

            (y) 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.

            (z) EPNHC Letters of Credit. If any Letters of Credit (as defined in
the Existing EPNHC Credit Agreement) shall have been issued under the Existing
EPNHC Credit Agreement, any such Letter of Credit shall have been surrendered by
the beneficiary in exchange for a like Letter of Credit issued 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, the other Loan
Documents and the EPNHC 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 6.4 Conditions Precedent to Making the Additional Term Loans. The
agreement of each Additional Term Loan Lender to make on any Additional Term
Loan Closing Date any Additional Term Loans pursuant to a Term Loan Addendum is
subject to the satisfaction, immediately prior to or concurrently with the
making of such Additional Term Loans, of the following conditions precedent:

            (a) Term Loan Addendum. The Administrative Agent shall have received
(i) a Term Loan Addendum, executed and delivered by a duly authorized officer of
the Borrower and the Co-Borrower, (ii) for the account of each Additional Term
Loan Lender which requests the same, an Additional Term Loan Note executed and
delivered by a duly authorized officer of the Borrower, (iii) a confirmation of
each of the Guarantees and Security Documents substantially in

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the form of Exhibit C hereto, executed and delivered by a duly authorized
officer of each Loan Party and (iv) such additional security documents
reasonably requested by the Administrative Agent.

            (b) Borrowing Certificate. The Administrative Agent shall have
received a certificate of the Borrower, dated the Restatement Closing Date,
substantially in the form of Exhibit L hereto, 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.

            (c) 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 the Term Loan Addendum, each Additional Term Loan
Note delivered pursuant to Section 6.4(a) and the other Loan Documents to which
the Borrower is a party, (ii) the borrowings contemplated under the Term Loan
Addendum and (iii) the confirmation 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 for such series of Additional Term Loans, 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.

            (d) Borrowers' Incumbency Certificate. The Administrative Agent
shall have received a certificate of the Borrower and the Co-Borrower, dated as
of the closing date for such series of Additional Term Loans, as to the
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.

            (e) 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 Term
Loan Addendum, each Additional Term Loan Note delivered pursuant to Section
6.4(a) and the other Loan Documents to which the Co-Borrower is a party, and
(ii) the confirmation 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 for such series of
Additional Term Loans, 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.

            (f) Fees. The Borrower shall have paid to (i) the Administrative
Agent and each Additional Term Loan Lender the fees to be received on the
closing date for such series of Additional Term Loans, as separately agreed to
between each of them and the Borrower and (ii)

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the Administrative Agent all unpaid interest, commitment fees and letter of
credit commissions accrued under this Agreement through the closing date for
such series of Additional Term Loans.

            (g) 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.

            (h) Consents, Licenses and Approvals. The Administrative Agent shall
have received, with a counterpart for each Additional Term Loan 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 not previously
delivered, 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.

            (i) 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.

            (j) 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 by the Term Loan Addendum or by the other Loan
Documents as it shall reasonably request.

                                   ARTICLE VII
                              AFFIRMATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Revolving Credit
Commitments remain in effect, any Term Loan, 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 and (except in the case of
delivery of financial information, reports, and notices) shall cause each of its
Restricted Subsidiaries and, with respect to Section 7.11, each of its
Unrestricted Subsidiaries, to:

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

            (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;

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<PAGE>
            (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 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 and the Collateral Agent:

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            (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, the 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;

            (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;

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<PAGE>
            (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);

            (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

                                       65
<PAGE>
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 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, the
Collateral 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

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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 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,
the Collateral 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 Notes and all
other amounts payable hereunder.

      Section 7.9 Maintenance of Liens of the Security Documents. Promptly, upon
the request of the Collateral Agent, at the Borrower's expense, execute,
acknowledge and deliver, or

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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 Collateral 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 Restatement Closing Date, promptly grant or
cause to be granted to the Collateral Agent, for the ratable benefit of the EPN
Group Lenders and the Marco Polo 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 and 6.3. 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 Collateral 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 Collateral Agent with respect to such Capital
Stock and other property and legal opinions requested by the Collateral Agent
and shall pay, or cause to be paid, all taxes and fees related to such
registration, filing or recording.

            (b) With respect to any new Restricted Subsidiary created or
acquired after the Restatement 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 or (b) pledge under
the Loan Documents any of its real property except to the extent of any fixtures
as and to the extent specified in the Security Agreements.

            (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

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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 Gateway that were assumed by it from Delos
in connection with its formation and the Marco Polo Financing and (ii) the
Borrower and the Restricted Subsidiaries may incur Guarantee Obligations
(including Guarantee Obligations of which any lenders under the Marco Polo
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, G&A 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.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

      The Borrower hereby agrees that, so long as the Revolving Credit
Commitments remain in effect, any Loan, Note or 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:

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      Section 8.1 Financial Condition Covenants.

            (a) Tangible Net Worth. Permit Consolidated Tangible Net Worth at
any time to be less than $447,000,000 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 Restatement 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.

      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;

            (h) Indebtedness consisting of Guarantee Obligations permitted by
subsections 8.4(e), (f), (g) and (i); and

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            (i) Indebtedness of EPNHC consisting of the EPNHC Loan Obligations,
including term loans evidenced by and pursuant to the EPNHC Credit Agreement in
an aggregate principal amount not to exceed $160,000,000.

      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;

            (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 equity interest in Gateway to secure Indebtedness of
Gateway under the Marco Polo Financing Documents;

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<PAGE>
            (i) Liens on the Collateral securing the EPNHC Loan Obligations
permitted by Section 8.2(i) and the Guarantee Obligations permitted by
subsections 8.4(g) and 8.4(i) on a pari passu basis with the Liens on the
Collateral securing the Obligations and guarantees thereof, subject to the
Intercreditor Agreement;

            (j) Liens created pursuant to the Loan Documents;

            (k) Liens securing Indebtedness permitted under Section 8.2(b) to
the extent that such Liens arise as a result of the consummation by the Borrower
and its Subsidiaries of the Chaco Transactions; and

            (l) Liens securing Indebtedness permitted under Section 8.2(f),
provided that (i) such Liens are not created in contemplation of or in
connection with (A) any Person being merged with or into or becoming a
Subsidiary of the Borrower or any Restricted Subsidiary as described in Section
8.2(f)(i),or (B) any asset being acquired by the Borrower or any Restricted
Subsidiary as described in Section 8.2(f)(ii), as the case may be, (ii) such
Liens shall secure only those obligations which such Liens secure on the date on
which (A) such Person merges into or becomes a Subsidiary of the Borrower or any
Restricted Subsidiary or (B) such asset is acquired by the Borrower or any
Restricted Subsidiary, as the case may be, and any refinancing, refunding or
replacement of such obligations (provided that such refinancing, refunding or
replacement does not result in an increase in the amount of such obligations),
and (iii) such Liens shall not apply to any property or assets of the Borrower
or any of its Subsidiaries or any Restricted Subsidiary other than property or
assets as to which a Lien has been granted prior to the date on which (A) such
Person merges into or becomes a Subsidiary or the Borrower or any Restricted
Subsidiary or (B) such asset is acquired by the Borrower or any Restricted
Subsidiary, as the case may be, and the proceeds thereof.

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 in
respect of the Obligations;

            (b) Guarantee Obligations of the Borrower or any Restricted
Subsidiary incurred after the Restatement 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 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

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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 $22,500,000 in the aggregate incurred
pursuant to the Marco Polo Clawback;

            (h) Guarantee Obligations permitted by subsection 7.11(c); and

            (i) Guarantee Obligations of the Borrower created pursuant to the
Borrower Guarantee and of its Subsidiaries created pursuant to the Guarantees,
in each case with respect to the EPNHC Loan Obligations.

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

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                  (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 the Borrower
Pledge Agreement and subsection 4(j) of the Subsidiary 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 Original 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 the Borrower
Pledge Agreement and subsection 4(j) of the Subsidiary Pledge Agreement.

      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

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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. Notwithstanding anything in this Agreement to the
contrary, the Borrower may purchase, redeem, defease, retire or otherwise
acquire, or make a distribution in respect of, any of its Series B Preference
Units in exchange for, or out of the net cash proceeds of, an issuance of Common
Units occurring within 120 days of such purchase, redemption, defeasance,
retirement, acquisition, or distribution.

      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

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interests in a Joint Venture owned by it as long as (i) the Borrower or such
Restricted Subsidiary receives in exchange equity 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 subsections 8.8(a) through (f) and 8.8(h)-(i),
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, 2002; and

            (h) capital contributions, loans, or other investments to or in
Gateway consisting of up to $41,000,000, in the aggregate, of cash and other
assets related to the Marco Polo Platform.

      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 Loans or the EPNHC Term Loans), or make any payment under or on account
of the G&A 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 the EPNHC Loan
Documents without the written consent of the Required Lenders, (d) 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 the EPNHC Loan Obligations, 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, (e) 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
G&A Agreement or any Joint Venture Charter, except to the extent the same could
not reasonably be expected to have a Material Adverse Effect, (f) 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
G&A Agreement or any Joint Venture Charter, except to the extent the same could
not reasonably be expected to have a Material Adverse Effect or (g) designate
any Indebtedness as "Designated Senior Indebtedness" under the Senior
Subordinated Note Indentures without the consent of the Administrative Agent
(other than the Obligations and the EPNHC Loan 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

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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.

      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 G&A 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 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 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 Restatement 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.

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      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
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 or the EPNHC Lenders pursuant to the EPNHC Loan Documents and
other than the arrangements described in subsections 8.2(c) and 8.4(d) or which
exist on the Restatement 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
Collateral 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 Collateral Agent pursuant to an addendum or amendment to the
Borrower Pledge Agreement, the Subsidiary Pledge Agreement or other
documentation in form and substance satisfactory to the Collateral 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 and the Collateral 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

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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 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 Restatement
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 Restatement 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 Restatement
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:

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            (a) The Borrower shall fail to pay any principal of any 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 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 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 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 (l) of the EPEPC Security Agreement, Section 9(j) of the EPEPC Guarantee,
Section 4(b) of the Borrower Pledge Agreement or Section 4(b) of the Subsidiary
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 Article IX), and such default shall continue unremedied for a period of 30
days after the earlier of receipt of written notice thereof from the
Administrative Agent or any Lender and the date upon which the Borrower was
required to give notice of such default as contained in Section 7.7(a); or

            (e) (i) Any "Event of Default" under and as defined in the EPNHC
Credit Agreement shall occur and be continuing; or (ii) any Loan Party or any
Restricted Subsidiary of the Borrower shall (A) default in any payment of
principal of or interest on any Indebtedness (other than the 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 (B) 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

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            (f) (i) Any Loan Party 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 shall make a
general assignment for the benefit of its creditors; or (ii) there shall be
commenced against any Loan Party 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 unbonded for a period of 60 days; or (iii) there
shall be commenced against any Loan Party 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 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 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) Except with respect to matters disclosed on Schedule 5.17, which
matters shall not, in the aggregate, incur remediation and/or environmental
compliance expenses and/or fines, penalties or other charges in excess of
$35,000,000, if at any time any Loan Party shall become liable for remediation
and/or environmental compliance expenses and/or fines, penalties

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or other charges which, in the aggregate, are in excess of the Material
Environmental Amount for any Loan Party and the Subsidiaries of the Borrower; or

            (j) For any reason (other than any act on the part of the
Administrative Agent, the EPNHC Administrative Agent, the Collateral Agent or
the EPN Group Lenders) (i) any Security Document ceases to be in full force and
effect or any party thereto (other than the Administrative Agent, the EPNHC
Administrative Agent, the Collateral Agent or the EPN Group 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 (ii) any Guarantee ceases to be in full force and
effect or any party thereto (other than the Administrative Agent, the EPNHC
Administrative Agent, the Collateral Agent or the EPN Group Lenders) shall so
assert in writing; or

            (k) A Change of Control shall occur; or

            (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 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 G&A 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 G&A Agreement; or

            (o) 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

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Commitments shall immediately terminate and the 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 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 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 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 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 Collateral Agent an amount equal to the aggregate then undrawn and
unexpired amount of the Letters of Credit. The Borrower hereby grants to the
Collateral 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 Collateral 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 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 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
Collateral Agent, for the account of the Issuing Bank and the Lenders, such
further documents and instruments as the Collateral 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 JPMorgan as the Administrative Agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes JPMorgan, 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.

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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-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, the 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
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 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, the 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 Notes.

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      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 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 Total Credit 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 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,

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<PAGE>
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 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 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
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," "Lenders," "Revolving Credit Lenders,"
"Term Loan Lenders," and similar terms shall include the Administrative Agent in
its individual capacity as applicable.

      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 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

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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, the 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 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, the Collateral Agent
and the Administrative Agent, and as set forth in Schedule I hereto or to any
Term Loan Addendum or in any Assignment or Acceptance 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 Notes:

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


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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
or the Collateral Agent:  JPMorgan Chase Bank
                          One Chase Manhattan Plaza
                          8th Floor
                          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,
the Collateral 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, the Collateral 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, the Collateral
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 Notes.

      Section 11.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent and the Collateral Agent for all their
respective 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, the 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 and the Collateral Agent, (b) to pay or
reimburse each Lender, the Administrative Agent and the Collateral Agent for all
its costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes, the other Loan
Documents and any such other documents, including, without limitation, the fees
and disbursements of counsel to the Administrative Agent, to the Collateral
Agent and to the several Lenders, (c) to pay, indemnify, and hold each Lender,
the Administrative Agent and the Collateral 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,

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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 Notes, the
other Loan Documents and any such other documents, and (d) to pay, indemnify,
and hold each Lender, the Administrative Agent, the Collateral 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 Notes and the other Loan
Documents, the use of the proceeds of the 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 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, the Collateral Agent, all
future holders of the 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 Loan owing to such Lender, any
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 Note for all purposes under this Agreement and the other Loan
Documents, and the Borrower, the Administrative Agent and the Collateral 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 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

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amounts owing under this Agreement and any 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 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 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 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 respect to any Term Loan Lender, such Term Loan
Lender may sell to any Lender, an Approved Fund or any successor or Affiliate
thereof and, as to any Lender, 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 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, an Approved Fund 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 (i) no such
assignment to an assignee (other than any Lender, an Approved Fund or any
Affiliate of any Lender) shall be in an aggregate principal amount of less than
$10,000,000, in the case of Revolving Credit Loans, or $1,000,000, in the case
of Term Loans (in each case, other than in the case of an assignment of all of a
Lender's interest under this Agreement) and (ii) with respect to an assignment
involving Revolving Credit Notes, Revolving Credit Loans or Revolving Credit
Commitments, the assigning Revolving Credit 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), in each case, 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, if applicable, 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

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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 Total Credit Percentages, Total EPN Group Lender Credit
Percentages or Revolving Credit 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 any Note. 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 Note of the transferor Lender a new
Revolving Credit Note, Initial Term Loan Note or Additional Term Loan Note, as
applicable, to the order of such Purchasing Lender in an amount equal to the
Revolving Credit Commitment or Term Loan, as applicable, assumed by it pursuant
to such Assignment and Acceptance and, if the transferor Lender has retained
Revolving Credit Commitments or Term Loans, as applicable, hereunder, a new
Revolving Credit Note, Initial Term Loan Note or Additional Term Loan Note, as
applicable, to the order of the transferor Lender in an amount equal to the
Revolving Credit Commitment or Term Loans, as applicable, retained by it
hereunder. Such new Revolving Credit Notes, Initial Term Loan Notes or
Additional Term Loan Notes, as applicable, shall be dated the Original Closing
Date or the Restatement Closing Date, as applicable, and shall otherwise be in
the form of the Revolving Credit Note, Initial Term Loan Note or Additional Term
Loan Note, as applicable, replaced thereby. The Revolving Credit Notes, Initial
Term Loan Note or Additional Term Loan Note, as applicable, 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, if any, of and principal amount of the 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, the
Collateral Agent and the Lenders may treat each Person whose name is recorded in
the Register as the owner of the Loan recorded therein for all purposes of this
Agreement, notwithstanding any notice to the contrary. Any assignment of any
Loan or other Obligations hereunder not evidenced by a 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.

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            (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 Loans
and 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 Loan or 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-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 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

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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, the
Collateral Agent and the Lenders with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the
Administrative Agent, the Collateral 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 Notes, any of the other Loan Documents or any other document related hereto,
in no event shall this Agreement or any such 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, the Collateral Agent and the Lenders
shall ever receive anything of value as interest or deemed interest by
applicable law under this Agreement, the 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 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

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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 Notes under laws applicable to the Administrative
Agent and the Lenders.

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

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

            (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, the Notes and the other Loan Documents;

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            (b) none of the Administrative Agent, the Collateral 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, the
Collateral 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, the
Collateral 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, the Collateral 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 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, THE 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

                                       95
<PAGE>
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 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 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 all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent, the Collateral 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
Collateral Agent shall deliver to such Loan Party any Collateral held by the
Collateral 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 Collateral 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 Collateral 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 Collateral 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 (on a joint and several basis)
for the Obligations, although the parties acknowledge that the Co-Borrower shall
not have any substantial assets or

                                       96
<PAGE>
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 7 thereof. The Lenders also hereby authorize and appoint the
Administrative Agent to act as their agent with respect to the execution and
delivery of the Intercreditor Agreement.

      Section 11.21 Term Loan Addendums. Upon execution and delivery of any Term
Loan Addendum by the parties thereto, from and after the applicable Additional
Term Loan Closing Date set forth therein, each Additional Term Loan Lender party
thereto shall be a party to this Agreement and have the rights and obligations
of a Lender hereunder.

      Section 11.22 Term Loan Amendments. No waiver and no amendment, supplement
or modification otherwise permitted by Section 11.1 shall (i) reduce the amount
or extend the scheduled date of maturity of any Term Loan 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 Term Loan Commitment, in each case
without the consent of each Lender affected thereby or (ii) amend, modify or
waive any provisions of this Section 11.22 without the consent of each Term Loan
Lender.

      Section 11.23 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 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) El Paso Energy Management Offering. The transactions and matters
described in the El Paso Energy Management Registration Statements
(collectively, the "i-share Transactions"), including: (i) the offering and sale
to the public and El Paso of shares representing limited liability company
interests; (ii) the offering and sale by the Borrower to El Paso Energy
Management of limited partnership units designated as "i-units"; (iii) the
delegation by the General Partner of its authority (subject to certain approval
rights) to direct the management of the Borrower; (iv) the payment by El Paso
Energy Management of $0.5 million to El Paso for certain tax indemnity
obligations assumed by El Paso in connection with the i-share Transactions; (v)
the splitting, from time to time, of the outstanding i-units contemporaneously
with the payment of cash distributions to the holders of Common Units; (vi) the
distribution of additional shares to the holders of El Paso Energy Management
shares in connection with the unit splits described in (b)(v) above; (vii) the
amendment of the G&A

                                       97
<PAGE>
Agreement to, among other things, add El Paso Energy Management as a party and
beneficiary; and (viii) the offering and sale, from time to time, of additional
i-units by the Borrower and of additional shares by El Paso Energy Management as
described in the El Paso Energy Management Registration Statements.

                                   ARTICLE XII
                              THE COLLATERAL AGENT

      Section 12.1 Appointment. Each Lender hereby irrevocably designates and
appoints JPMorgan as the Collateral Agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender irrevocably authorizes
JPMorgan, as the Collateral 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 Collateral 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
Collateral 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 Collateral Agent.

      Section 12.2 Delegation of Duties. The Collateral Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Collateral Agent shall not
be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

      Section 12.3 Exculpatory Provisions. Neither the Collateral 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 Collateral 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 any other Loan
Document or for any failure of the Borrower to perform its obligations hereunder
or thereunder. The Collateral 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 12.4 Reliance by Collateral Agent. The Collateral Agent shall be
entitled to rely, and shall be fully protected in relying, upon any 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

                                       98
<PAGE>
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 Collateral Agent. The Collateral
Agent may deem and treat the payee of any 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 Collateral 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 Collateral Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Required EPN Group Lenders, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders.

      Section 12.5 Notice of Default. The Collateral Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Collateral Agent has received notice from the
Administrative Agent, 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". The Collateral Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the EPN
Group Administrative Agents acting jointly or the Required EPN Group Lenders;
provided that unless and until the Collateral Agent shall have received such
directions, the Collateral 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 EPN
Group Lenders.

      Section 12.6 Indemnification. The Lenders agree to indemnify the
Collateral 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 Total EPN Group Credit 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 Loans) be imposed on, incurred by or asserted against the
Collateral 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 Collateral 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 Collateral
Agent's gross negligence or willful misconduct. The agreements in this Section
12.6 shall survive the payment of the Loans and all other amounts payable
hereunder.

      Section 12.7 Successor Collateral Agent. The Collateral Agent may resign
as Collateral Agent upon 10 days' written notice to the Lenders. If the
Collateral Agent shall resign as Collateral Agent under this Agreement and the
other Loan Documents, then the Required EPN Group Lenders shall appoint from
among the EPN Group Lenders a successor agent for the EPN Group Lenders, which
successor agent shall be approved by the Borrower, whereupon such successor
agent shall succeed to the rights, powers and duties of the Collateral Agent,
and the

                                       99
<PAGE>
term "Collateral Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Collateral Agent's rights, powers and
duties as Collateral Agent shall be terminated, without any other or further act
or deed on the part of such former Collateral Agent or any of the parties to
this Agreement. After any retiring Collateral Agent's resignation as Collateral
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 Collateral Agent under
this Agreement and the other Loan Documents.

      Section 12.8 Amendment. None of the terms or provisions of this Article
XII may be amended, modified or waived without the written consent of the then
Collateral Agent.

                  [Remainder of page intentionally left blank.]


                                      100
<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 Restatement Closing Date.

         THE BORROWER & CO-BORROWER:

                             EL PASO ENERGY PARTNERS, L.P.

                             By:    /s/ Keith Forman
                                    ------------------------------------------
                             Name:  Keith Forman
                                    ------------------------------------------
                             Title: Vice President and Chief Financial Officer
                                    ------------------------------------------



                             EL PASO ENERGY PARTNERS
                             FINANCE CORPORATION

                             By:    /s/ Keith Forman
                                    ------------------------------------------
                             Name:  Keith Forman
                                    ------------------------------------------
                             Title: Vice President and Chief Financial Officer
                                    ------------------------------------------






                                Signature Page--1

<PAGE>
THE ADMINISTRATIVE AGENT AND THE LENDERS:

                                    JPMORGAN CHASE BANK,
                                    as Administrative Agent and as a Lender


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




                                Signature Page--2

<PAGE>
                                        CREDIT LYONNAIS NEW YORK BRANCH


                                        By:    /s/ Olivier Audemard
                                               --------------------------------
                                        Name:  Olivier Audemard
                                               --------------------------------
                                        Title: Senior Vice President
                                               --------------------------------





                                Signature Page--3

<PAGE>
                                        WACHOVIA BANK, NATIONAL
                                        ASSOCIATION


                                        By:    /s/ Philip Trinder
                                               --------------------------------
                                        Name:  Philip Trinder
                                               --------------------------------
                                        Title: Vice President
                                               --------------------------------




                                Signature Page--4


<PAGE>
                                        FLEET NATIONAL BANK


                                        By:    /s/ Daniel S. Schockling
                                               --------------------------------
                                        Name:  Daniel S. Schockling
                                               --------------------------------
                                        Title: Director
                                               --------------------------------




                                Signature Page--5


<PAGE>
                                        FORTIS CAPITAL CORP.


                                        By:    /s/ Karel Louman
                                               --------------------------------
                                        Name:  Karel Louman
                                               --------------------------------
                                        Title: Chief Executive Officer
                                               --------------------------------


                                        By:    /s/ David Montgomery
                                               --------------------------------
                                        Name:  David Montgomery
                                               --------------------------------
                                        Title: Senior Vice President
                                               --------------------------------






                                Signature Page--6



<PAGE>
                                        BANK OF SCOTLAND


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




                                Signature Page--7


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


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


                                        By:    /s/ Shannon Batchman
                                               --------------------------------
                                        Name:  Shannon Batchman
                                               --------------------------------
                                        Title: Director
                                               --------------------------------





                                Signature Page--8

<PAGE>
                                        THE ROYAL BANK OF SCOTLAND plc,


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






                                Signature Page--9


<PAGE>
                                        BNP PARIBAS


                                        By:    /s/ Mark A. Cox
                                               --------------------------------
                                        Name:  Mark A. Cox
                                               --------------------------------
                                        Title: Director
                                               --------------------------------


                                        By:    /s/ Greg Smothers
                                               --------------------------------
                                        Name:  Greg Smothers
                                               --------------------------------
                                        Title: Vice President
                                               --------------------------------





                               Signature Page--10

<PAGE>
                                        SUNTRUST BANK


                                        By:    /s/ Joseph M. McCreery
                                               --------------------------------
                                        Name:  Joseph M. McCreery
                                               --------------------------------
                                        Title: Vice President
                                               --------------------------------



                               Signature Page--11


<PAGE>
                                        CREDIT AGRICOLE INDOSUEZ


                                        By:    /s/ Mark Lvoff
                                               --------------------------------
                                        Name:  Mark Lvoff
                                               --------------------------------
                                        Title: First Vice President
                                               --------------------------------
                                               Head of Energy Platform
                                               --------------------------------


                                        By:    /s/ Michael D. Willis
                                               --------------------------------
                                        Name:  Michael D. Willis
                                               --------------------------------
                                        Title: Vice President
                                               --------------------------------





                               Signature Page--12

<PAGE>
                                        ARAB BANKING CORPORATION (B.S.C.)


                                        By:    /s/ Robert J. Ivosevich
                                               --------------------------------
                                        Name:  Robert J. Ivosevich
                                               --------------------------------
                                        Title: Deputy General Manager
                                               --------------------------------


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






                               Signature Page--13

<PAGE>
                                        BANK OF AMERICA, N.A.


                                        By:    /s/ Ronald E. McKaig
                                               --------------------------------
                                        Name:  Ronald E. McKaig
                                               --------------------------------
                                        Title: Managing Director
                                               --------------------------------






                               Signature Page--14

<PAGE>
                                        CITICORP USA


                                        By:    /s/ Amy K. Pincu
                                               --------------------------------
                                        Name:  Amy K. Pincu
                                               --------------------------------
                                        Title: Vice President
                                               --------------------------------







                               Signature Page--15

<PAGE>
                                        KBC BANK N.V.


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


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




                               Signature Page--16

<PAGE>
                                        MIZUHO CORPORATE BANK, LTD.


                                        By:    /s/ Toru Maeda
                                               --------------------------------
                                        Name:  Toru Maeda
                                               --------------------------------
                                        Title: General Manager
                                               --------------------------------





                               Signature Page--17

<PAGE>
                                        NATEXIS BANQUES POPULAIRES


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


                                        By:    /s/ Timothy L. Polvado
                                               --------------------------------
                                        Name:  Timothy L. Polvado
                                               --------------------------------
                                        Title: Vice President and Group Manager
                                               --------------------------------




                               Signature Page--18

<PAGE>
                                        WELLS FARGO BANK TEXAS, N.A.


                                        By:    /s/ Paul A. Squires
                                               --------------------------------
                                        Name:  Paul A. Squires
                                               --------------------------------
                                        Title: Vice President
                                               --------------------------------



                               Signature Page--19

<PAGE>
                                        BANK ONE, NA


                                        By:    /s/ Dianne L. Russell
                                               --------------------------------
                                        Name:  Dianne L. Russell
                                               --------------------------------
                                        Title: Director
                                               --------------------------------




                               Signature Page--20

<PAGE>
                                        CREDIT SUISSE FIRST BOSTON


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


                                        By:    /s/ Ian W. Nalitt
                                               --------------------------------
                                        Name:  Ian W. Nalitt
                                               --------------------------------
                                        Title: Associate
                                               --------------------------------




                               Signature Page--21

<PAGE>
                                        ROYAL BANK OF CANADA


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






                               Signature Page--22

<PAGE>
                                        RZB FINANCE LLC


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


                                        By:    /s/ John A. Valiska
                                               --------------------------------
                                        Name:  John A. Valiska
                                               --------------------------------
                                        Title: Group Vice President
                                               --------------------------------





                               Signature Page--23

<PAGE>
                                        THE BANK OF NOVA SCOTIA


                                        By:    /s/ N. Bell
                                               --------------------------------
                                        Name:  N. Bell
                                               --------------------------------
                                        Title: Senior Manager
                                               --------------------------------






                               Signature Page--24

<PAGE>
                                        SOUTHWEST BANK OF TEXAS, N.A.


                                        By:    /s/ W. Bryan Chapman
                                               --------------------------------
                                        Name:  W. Bryan Chapman
                                               --------------------------------
                                        Title: Vice President of Energy Lending
                                               --------------------------------




                               Signature Page--25


<PAGE>
                             GENERAL ELECTRIC CAPITAL
                             CORPORATION


                             By:    /s/ James Kopack
                                    -------------------------------------------
                             Name:  James Kopack
                                    -------------------------------------------
                             Title: Vice President Risk - Capital Funding Group
                                    -------------------------------------------







                               Signature Page--26

<PAGE>
                                   SCHEDULE I


         1. Revolving Credit Lenders, Revolving Credit Commitments and Revolving
Credit Commitment Percentages

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
                                                                                     REVOLVING CREDIT
  REVOLVING CREDIT LENDER NAME AND                              REVOLVING CREDIT        COMMITMENT
               ADDRESS                           TITLE             COMMITMENT           PERCENTAGE
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                 <C>
JPMorgan Chase Bank                    Administrative Agent       $37,000,000         6.167%

270 Park Avenue, 21st Floor
New York, New York  10017
Attention: Steven G. Wood, Vice
President
Telephone: 212-270-7056
Fax:       212-270-3897

with a copy to:

J.P. Morgan Securities Inc.
707 Travis, 8-CBBN-96
Houston, TX 77002
Attention: Lee Beckelman
Telephone: 713-216-4913
Fax:       713-216-2339
-------------------------------------------------------------------------------------------------------
Credit Lyonnais                        Co-Syndication Agent       $37,000,000         6.167%
1000 Louisiana
Suite 5360
Houston, Texas 77002
Attention: Robert LaRocque
Telephone: 713-753-8719
Fax:       713-751-0307
-------------------------------------------------------------------------------------------------------
Wachovia Bank, National Association    Co-Syndication Agent       $37,000,000         6.167%
1001 Fannin
Suite 2255
Houston, Texas 77002
Attention: Philip Trinder
Telephone: 713-346-2718
Fax:       713-650-6354
-------------------------------------------------------------------------------------------------------
</TABLE>

                              Schedule I (Page 1)
<PAGE>
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
                                                                                     REVOLVING CREDIT
  REVOLVING CREDIT LENDER NAME AND                              REVOLVING CREDIT        COMMITMENT
               ADDRESS                           TITLE             COMMITMENT           PERCENTAGE
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                 <C>
Fleet National Bank                    Co-Documentation Agent     $37,000,000         6.167%
100 Federal Street
Boston, Massachusetts 02110
Attention: Christopher Holmgren
Telephone: 617-434-4067
Fax:       617-434-3692
-------------------------------------------------------------------------------------------------------
Fortis Capital Corp.                   Co-Documentation Agent     $37,000,000         6.167%
100 Crescent Court
Suite 1750
Dallas, Texas 75201
Attention: Darrell Holley
Telephone: 214-754-0009
Fax:       214-754-5981
-------------------------------------------------------------------------------------------------------
Bank of Scotland                       Managing Agent             $30,000,000         5.00%
1021 Main Street, Suite 1370
Houston, Texas 77002
Attention: Byron L. Cooley
Telephone: 713-650-0036
Fax:       713-651-9714
-------------------------------------------------------------------------------------------------------
Bayerische Hypo-Und Veriensbank        Managing Agent             $30,000,000         5.00%
150 East 42nd Street
New York, New York 10017
Attention: Yoram Dankner
Telephone: 212-672-5446
Fax:       212-672-5530
-------------------------------------------------------------------------------------------------------
Royal Bank of Scotland plc             Managing Agent             $30,000,000         5.00%
600 Travis Avenue
Suite 6070
Houston, Texas 77002
Attention: Jill Gander
Telephone: 713-221-2417
Fax:       713-221-2430
-------------------------------------------------------------------------------------------------------
</TABLE>
                              Schedule I (Page 2)

<PAGE>
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
                                                                                     REVOLVING CREDIT
  REVOLVING CREDIT LENDER NAME AND                              REVOLVING CREDIT        COMMITMENT
               ADDRESS                           TITLE             COMMITMENT           PERCENTAGE
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                 <C>
BNP Paribas                            Managing Agent             $30,000,000         5.00%
1200 Smith
Suite 3100
Houston, Texas 77002
Attention: Marion Livingston
Telephone: 713-659-4811
Fax:       713-659-6915
-------------------------------------------------------------------------------------------------------
SunTrust Bank                          Managing Agent             $30,000,000         5.00%
303 Peachtree Street N.E.
15th Floor, MC 1929
Atlanta, Georgia 30308
Attention: Joe McCreery
Telephone: 404-658-0274
Fax:       404-827-6270
-------------------------------------------------------------------------------------------------------
Credit Agricole Indosuez               Co-Agent                   $25,000,000         4.167%
600 Travis
Suite 2340
Houston, Texas 77002-3005
Attention: Doug Whiddon
Telephone: 713-223-7003
Fax:       713-223-7029
-------------------------------------------------------------------------------------------------------
Arab Banking Corporation (B.S.C.)      Co-Agent                   $25,000,000         4.167%
277 Park Avenue
32nd Floor
New York, New York 10172
Attention: Barbara Sanderson
Telephone: 212-583-4752
Fax:       212-583-0921
-------------------------------------------------------------------------------------------------------
Bank of America, N.A.                  Co-Agent                   $25,000,000         4.167%
333 Clay Streete
Suite 550
Houston, Texas 77002
Attention: Ron McKaig
Telephone: 713-651-4881
Fax:       713-651-4807
-------------------------------------------------------------------------------------------------------
</TABLE>
                              Schedule I (Page 3)


<PAGE>
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
                                                                                     REVOLVING CREDIT
  REVOLVING CREDIT LENDER NAME AND                              REVOLVING CREDIT        COMMITMENT
               ADDRESS                           TITLE             COMMITMENT           PERCENTAGE
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                 <C>
Citicorp USA                           Co-Agent                   $25,000,000         4.167%
1200 Smith Street
Suite 2000
Houston, Texas 77002
Attention: Todd J. Mogil
Telephone: 713-654-3559
Fax:       713-654-2849
-------------------------------------------------------------------------------------------------------
KBC Bank N.V.                          Co-Agent                   $25,000,000         4.167%
1349 West Peachtree Street
Suite 1750
Atlanta, Georgia 30309
Attention: Michael Sawicki
Telephone: 404-876-2556
Fax:       404-876-3212
-------------------------------------------------------------------------------------------------------
Mizuho Corporate Bank, Ltd.            Co-Agent                   $25,000,000         4.167%
1221 McKinney
Houston, Texas 77012
Attention: Mark Polasek
Telephone: 713-650-7863
Fax:       713-759-0717
-------------------------------------------------------------------------------------------------------
Natexis Banque Populaires                                         $20,000,000         3.33%
333 Clay Street
Suite 4340
Houston, Texas 77002
Attention: Daniel Payer
Telephone: 713-759-9401
Fax:       713-759-9908

with a copy to:

Natexis Banques Populaires
1251 Avenue of the Americas
34th Floor
New York, New York 10020
Attention:
Telephone:
Fax:
-------------------------------------------------------------------------------------------------------
</TABLE>

                              Schedule I (Page 4)

<PAGE>
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
                                                                                     REVOLVING CREDIT
  REVOLVING CREDIT LENDER NAME AND                              REVOLVING CREDIT        COMMITMENT
               ADDRESS                           TITLE             COMMITMENT           PERCENTAGE
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                 <C>
Wells Fargo Bank Texas, N.A.                                      $20,000,000         3.33%
1000 Louisiana
3rd Floor
Houston, Texas 77002
Attention: Christina Faith
Telephone: 713-319-1370
Fax:       713-739-1087
-------------------------------------------------------------------------------------------------------
Bank One, NA                                                      $15,000,000         2.50%
One Bank One Plaza
Suite IL1-0362
Chicago, Illinois 60670
Attention: Kenneth Fatur
Telephone: 312-732-3117
Fax:       312-732-3055
-------------------------------------------------------------------------------------------------------
</TABLE>

                              Schedule I (Page 5)

<PAGE>
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------
                                                                                     REVOLVING CREDIT
  REVOLVING CREDIT LENDER NAME AND                              REVOLVING CREDIT        COMMITMENT
               ADDRESS                           TITLE             COMMITMENT           PERCENTAGE
-------------------------------------------------------------------------------------------------------
<S>                                    <C>                        <C>                 <C>
Credit Suisse First Boston                                        $15,000,000         2.50%
11 Madison Avenue
5th Floor
New York, New York 10010
Attention: James Moran
Telephone: 212-325-9176
Fax:       212-325-1878
-------------------------------------------------------------------------------------------------------
Royal Bank of Canada                                              $15,000,000         2.50%
New York Branch
One Liberty Plaza, 3rd Floor
New York, New York 10006-1404
Attention:  Manager, Loans
Administration
Telephone:  212-428-6338
Fax:        212-428-2372

With copies to:

2800 Post Oak Boulevard
Suite 5700
Houston, Texas 77056
Attention: Tom Oberaigner
Telephone: 713-403-5678
Fax:       713-403-5624
-------------------------------------------------------------------------------------------------------
RZB Finance LLC                                                   $15,000,000         2.50%
1133 Avenue of the Americas
16th Floor
New York, New York 10036
-------------------------------------------------------------------------------------------------------
The Bank of Nova Scotia                                           $15,000,000         2.50%
1100 Louisiana
Suite 3000
Houston, Texas 77002
Attention: Todd Mogil
Telephone: 713-759-3445
Fax:       713-752-2425
-------------------------------------------------------------------------------------------------------
Total                                                             $600,000,000        100%
-------------------------------------------------------------------------------------------------------
</Table>

                              Schedule I (Page 6)


<PAGE>
         2. Initial Term Loan Lenders, Initial Term Loan Commitments and
Term Loan Commitment Percentages (as to Initial Term Loans)

<Table>
<Caption>
--------------------------------------------------------------------------------------
                                               INITIAL TERM      TERM LOAN COMMITMENT
  INITIAL TERM LOAN LENDER NAME                    LOAN            PERCENTAGE (AS TO
           AND ADDRESS                          COMMITMENT        INITIAL TERM LOANS)
--------------------------------------------------------------------------------------
<S>                                             <C>                   <C>
JPMorgan Chase Bank                             $68,000,000           42.50%

270 Park Avenue, 21st Floor
New York, New York  10017
Attention: Steven G. Wood, Vice President
Telephone: 212-270-7056
Fax:       212-270-3897

with a copy to:

J.P. Morgan Securities Inc.
707 Travis, 8-CBBN-96
Houston, TX 77002
Attention: Lee Beckelman
Telephone: 713-216-4913
Fax:       713-216-2339
--------------------------------------------------------------------------------------
Fortis Capital Corp.                            $25,000,000           15.625%
100 Crescent Court
Suite 1750
Dallas, Texas 75201
Attention: Darrell Holley
Telephone: 214-754-0009
Fax:       214-754-5981
--------------------------------------------------------------------------------------
General Electric Capital Corporation            $25,000,000           15.625%
401 Merritt Seven
Norwalk, Connecticut 06856
Attention: James Kopack
Telephone: 203-229-1865
Fax:       203-229-1955
--------------------------------------------------------------------------------------
SunTrust Bank                                   $25,000,000           15.625%
303 Peachtree Street N.E.
3rd Floor, MC 1929
Atlanta, Georgia 30308
Attention: Steve Newby
Telephone: 404-658-4916
Fax:       404-827-6270
--------------------------------------------------------------------------------------
</TABLE>

                              Schedule I (Page 7)

<PAGE>
<Table>
<Caption>
--------------------------------------------------------------------------------------
                                               INITIAL TERM      TERM LOAN COMMITMENT
  INITIAL TERM LOAN LENDER NAME                    LOAN            PERCENTAGE (AS TO
           AND ADDRESS                          COMMITMENT        INITIAL TERM LOANS)
--------------------------------------------------------------------------------------
<S>                                             <C>                   <C>
Bank of Scotland                                $10,000,000           6.25%
1021 Main Street, Suite 1370
Houston, Texas 77002
Attention:  Byron L. Cooley
Telephone: 713-650-0036
Fax:       713-651-9714
--------------------------------------------------------------------------------------
Southwest Bank of Texas N.A.                    $7,000,000            4.375%
4400 Post Oak Parkway
Suite 400
Houston, Texas 77027
Attention: Bryan Chapman
Telephone: 713-232-2026
Fax:       713-232-1357
--------------------------------------------------------------------------------------
Total                                           $160,000,000          100.00%
--------------------------------------------------------------------------------------
</Table>




                              Schedule I (Page 8)


<PAGE>
                                     ANNEX I

<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------
                                                 LEVERAGE RATIO IS LESS THAN 3.0     LEVERAGE RATIO IS LESS THAN
                    LEVERAGE RATIO IS                TO 1.0 AND EQUAL TO OR          4.0  TO 1.0 and EQUAL TO OR
                  LESS THAN 2.0 TO 1.0              GREATER THAN 2.0 TO 1.0             GREATER THAN 3.0 TO 1.0
-------------------------------------------------------------------------------------------------------------------
RATING          Applicable       Applicable       Applicable       Applicable       Applicable       Applicable
LEVELS*         Margin for       Margin for       Margin for       Margin for       Margin for       Margin for
                REVOLVING        REVOLVING        REVOLVING        REVOLVING        REVOLVING        REVOLVING
                CREDIT           CREDIT           CREDIT           CREDIT           CREDIT           CREDIT
                EURODOLLAR       ALTERNATE        EURODOLLAR       ALTERNATE        EURODOLLAR       ALTERNATE
                LOANS** (per     BASE RATE        LOANS (per       BASE RATE        LOANS (per       BASE RATE
                annum):          LOANS (per       annum):          LOANS(per        annum):          LOANS (per
                                 annum):                           annum):                           annum):
-------------------------------------------------------------------------------------------------------------------
<S>             <C>              <C>              <C>              <C>              <C>              <C>
RATING
LEVEL I:          0.875%             0.0%            1.00%             0.0%            1.12%            0.12%

-------------------------------------------------------------------------------------------------------------------
RATING
LEVEL II:          1.25%            0.25%           1.375%           0.375%            1.50%            0.50%
-------------------------------------------------------------------------------------------------------------------
RATING
LEVEL III:        1.375%           0.375%            1.50%            0.50%            1.75%            0.75%
-------------------------------------------------------------------------------------------------------------------
RATING
LEVEL IV:          1.50%            0.50%            1.75%            0.75%            2.00%            1.00%
-------------------------------------------------------------------------------------------------------------------

<Caption>
-------------------------------------------------------------------
                     LEVERAGE RATIO
                 IS EQUAL TO OR GREATER
                    THAN  4.0 TO 1.0
-------------------------------------------------------------------
RATING          Applicable       Applicable      Applicable
LEVELS*         Margin for       Margin for      Margin for the
                REVOLVING        REVOLVING       COMMITMENT
                CREDIT           CREDIT          Fee*** (per
                EURODOLLAR       ALTERNATE       annum):
                LOANS (per       BASE RATE
                annum):          LOANS (per
                                 annum):
-------------------------------------------------------------------
<S>             <C>              <C>             <C>
RATING
LEVEL I:           1.25%           0.25%             0.25%

-------------------------------------------------------------------
RATING
LEVEL II:          1.75%           0.75%            0.375%
-------------------------------------------------------------------
RATING
LEVEL III:         2.00%           1.00%             0.50%
-------------------------------------------------------------------
RATING
LEVEL IV:          2.50%           1.50%             0.50%
-------------------------------------------------------------------
</Table>

*    Rating Levels are described below (the relevant Rating Level is
determined by the higher of the S&P and Moody's ratings):

Rating Level I:     If the Borrower's senior, long-term unsecured debt is rated
                    equal to or greater than BBB- by S&P or Baa3 by Moody's;

Rating Level II:    If the Borrower's senior, long-term unsecured debt is rated
                    equal to BB+ by S&P or Ba1 by Moody's but less than Rating
                    Level I;

Rating Level III:   If the Borrower's senior, long-term unsecured debt is rated
                    equal to BB by S&P or Ba2 by Moody's but less than Rating
                    Levels I and II; and

Rating Level IV:    If the Borrower's senior, long-term unsecured debt is rated
                    equal to or less than BB- by S&P or Ba3 by Moody's.

**   For purposes of determining the Applicable Margin for any Revolving Credit
Eurodollar Loan the Rating Level shall be determined as of the first day of the
applicable Interest Period for such Loan.

***   For purposes of determining the Applicable Margin for the Commitment Fee,
the Rating Level for each calendar quarter shall be determined as of the first
day of such quarter.


                         Annex I to Schedule I (Page 1)


<PAGE>
                                  SCHEDULE 5.1

                             GUARANTEE OBLIGATIONS,
                     CONTINGENT LIABILITIES AND DISPOSITIONS

1.    Guarantee Obligations and Contingent Liabilities:

      1.1   Clawbacks

      The Borrower is party to a sponsor agreement under the terms of the
      Deepwater Gateway, L.L.C. Credit Agreement, as amended, restated or
      otherwise modified through the date of this Agreement. The Borrower's
      obligations under such agreement are capped at $30.0 million.

      The Borrower is party to a sponsor agreement under the Poseidon Oil
      Pipeline Company, L.L.C. Credit Agreement, as amended, restated or
      otherwise modified through the date of this Agreement pursuant to which
      the Borrower guarantees the performance of Poseidon Pipeline Company
      L.L.C.'s obligations under the limited liability company agreement of
      Poseidon Oil Pipeline Company, L.L.C.

2.    Dispositions or Acquisitions of Business Properties since June 30, 2002:
      None




                              Schedule 5.1 (Page 2)

<PAGE>

                                  SCHEDULE 5.6

                               MATERIAL LITIGATION

         In 1997, the Borrower, along with several subsidiaries of El Paso
Corporation, were named defendants in actions brought by Jack Grynberg on behalf
of the U.S. Government under the False Claims Act. Generally, these complaints
allege an industry-wide conspiracy to under report the heating value as well as
the volumes of the natural gas produced from federal and Native American lands,
which deprived the U.S. Government of royalties. These matters have been
consolidated for pretrial purposes (In re: Natural Gas Royalties Qui Tam
Litigation, U.S. District Court for the District of Wyoming, filed June 1997).
In May 2001, the court denied the defendants' motions to dismiss.

         The Borrower has also been named a defendant in Quinque Operating
Company, et al v. Gas Pipelines and Their Predecessors, et al, filed in 1999 in
the District Court of Stevens County, Kansas. This class action complaint
alleges that the defendants mismeasured natural gas volumes and heating content
of natural gas on non-federal and non-Native American lands. The Quinque
complaint was transferred to the same court handling the Grynberg complaint and
has now been sent back to Kansas State Court for further proceedings. A motion
to dismiss this case is pending.

         Under the terms of the Borrower's agreement to acquire the EPNHC
assets, subsidiaries of El Paso Corporation have agreed to indemnify the
Borrower against all obligations related to existing legal matters at the
acquisition date, including the legal matters involving Leapartners, L.P., City
of Edinburg (the "City") and Houston Pipe Line Company LP discussed below.

         During 2000, Leapartners, L.P. filed a suit against an affiliate of El
Paso Corporation and others in the District Court of Loving County, Texas,
alleging a breach of contract to gather and process gas in areas of western
Texas related to an asset now owned by EPNHC. In May 2001, the court ruled in
favor of Leapartners, L.P. and entered a judgment against El Paso Field
Services, L.P. of approximately $10 million. El Paso Field Services, L.P. has
filed an appeal with the Eighth Court of Appeals in El Paso, Texas.

         Also, EPGT Texas Pipeline, now owned by EPNHC, is involved in
litigation with the City concerning the City's claim that EPGT Texas Pipeline
was required to pay pipeline franchise fees under a contract the City had with
Rio Grande Valley Gas Company, which was previously owned by EPGT Texas Pipeline
and is now owned by Southern Union Gas Company ("Southern Union"). An adverse
judgment against Southern Union and EPGT Texas Pipeline was rendered in December
1998 and upheld for breach of contract, holding both EPGT Texas Pipeline and
Southern Union jointly and severally liable to the City for approximately $4.7
million. The judgment relies on the single business enterprise doctrine to
impose contractual obligations on EPGT Texas Pipeline and Southern Union's
entities that were not parties to the contract with the City. EPGT Texas
Pipeline has appealed this case to the Texas Supreme Court seeking reversal of
the judgment rendered against EPGT Texas Pipeline. The City seeks a remand to
the trial court of its claim of tortious interference against EPGT Texas
Pipeline. The briefing before the Texas Supreme Court is complete.

                             Schedule 5.6 (Page 1)

<PAGE>
         In December 2000, a 30-inch natural gas pipeline jointly owned now by
EPNHC and Houston Pipe Line Company LP ruptured in Mont Belvieu, Texas, near
Baytown, resulting in substantial property damage and minor physical injury.
EPNHC is the operator of the pipeline. Lawsuits have been filed in state
district court in Chambers County, Texas. An additional landowner has intervened
in the Chambers County suits, as well as the homeowners' insurers. The suits
seek recovery for physical pain and suffering, mental anguish, physical
impairment, medical expenses, and property damage. Houston Pipe Line Company LP
has been added as an additional defendant. In accordance with the terms of the
operating agreement, EPNHC has agreed to assume the defense of and to indemnify
Houston Pipe Line Company LP in the litigated cases. Discovery is proceeding and
trial is set for November 2002. As discussed above, any obligation to Houston
Pipe Line Company LP incurred by EPNHC is indemnified by subsidiaries of El Paso
Corporation.



                             Schedule 5.6 (Page 2)

<PAGE>

                                  SCHEDULE 5.15

                         SUBSIDIARIES AND JOINT VENTURES


Subsidiaries (all owned 100%) unless otherwise noted:

(All Delaware limited liability companies and limited partnerships unless
otherwise noted)

      1.       Argo, L.L.C.
      2.       Argo I, L.L.C.
      3.       Argo II, L.L.C.
      4.       Arizona Gas Storage, L.L.C. (60.00%)
      5.       Crystal Holding, L.L.C.
      6.       Delos Offshore Company, L.L.C.
      7.       East Breaks Gathering Company L.L.C.
      8.       El Paso Energy Intrastate, L.P.
      9.       El Paso Energy Partners Finance Corporation (Co-Borrower)
      10.      El Paso Energy Partners Deepwater, L.L.C.
      11.      El Paso Energy Partners Operating Company, L.L.C.
      12.      El Paso Energy Partners Oil Transport, L.L.C.
      13.      El Paso Energy Warwink I Company, L.P.
      14.      El Paso Energy Warwink II Company, L.P.
      15.      El Paso Hub Services Company, L.L.C.
      16.      El Paso Indian Basin, L.P.
      17.      El Paso Offshore Gathering & Transmission, L.P.
      18.      EPGT Texas Pipeline, L.P.
      19.      EPN Arizona Gas, L.L.C.
      20.      EPN Gathering and Treating Company, L.P.
      21.      EPN Gathering and Treating GP Holding, L.L.C.
      22.      EPN GP Holding, L.L.C.
      23.      EPN GP Holding I, L.L.C.
      24.      EPN Holding Company, L.P.
      25.      EPN Holding Company I, L.P.
      26.      EPN NGL Storage, L.L.C.
      27.      EPN Pipeline GP Holding, L.L.C.
      28.      First Reserve Gas, L.L.C.
      29.      Flextrend Development Company, L.L.C.
      30.      Green Canyon Pipe Line Company, L.P.
      31.      Hattiesburg Industrial Gas Sales, L.L.C.
      32.      Hattiesburg Gas Storage Company, a Delaware general partnership
      33.      High Island Offshore System, L.L.C.
      34.      Manta Ray Gathering Company, L.L.C.
      35.      Matagorda Island Area Gathering System, a Texas joint venture
               (83.00%)
      36.      Petal Gas Storage, L.L.C.
      37.      Poseidon Pipeline Company, L.L.C.

                             Schedule 5.15 (Page 1)
<PAGE>

      38.      Chaco Liquids Plant Trust, a Massachusetts business trust
      39.      VK Deepwater Gathering Company, L.L.C.
      40.      VK-Main Pass Gathering Company, L.L.C.
      41.      Warwink Gathering and Treating Company, a Texas general
               partnership

Joint Ventures:

<TABLE>
<S>        <C>                                                                       <C>
---------------------------------------------------------------------------------------------
  1.       Atlantis Offshore, L.L.C.                                                 50.00%
---------------------------------------------------------------------------------------------
  2.       Copper Eagle Gas Storage, L.L.C.                                          50.00%
---------------------------------------------------------------------------------------------
  3.       Poseidon Oil Pipeline Company, L.L.C.                                     36.00%
---------------------------------------------------------------------------------------------
  4.       Deepwater Gateway, L.L.C.                                                 50.00%
---------------------------------------------------------------------------------------------
</TABLE>






                             Schedule 5.15 (Page 2)

<PAGE>
                                  SCHEDULE 5.17

                              ENVIRONMENTAL MATTERS

1.    Mercury contamination has been identified along the PG&E/GTT Pipeline
      system (which now comprises a part of the EPGT Pipeline system) where
      mercury meters are located or were previously located.

2.    El Paso Corporation commissioned Montgomery Watson Harza in 2001 to
      perform an evaluation of the GTT Pipeline System to evaluate potential
      environmental issues and liabilities associated with 18 gas
      treatment/processing/storage facilities and 92 compressor stations within
      the GTT Pipeline System.

3.    El Paso Corporation commissioned The IT Group in 2001 to perform a pilot
      study within the GTT Pipeline System to identify and assess remediation
      issues associated with mercury-containing manometers used on the GTT
      pipeline system.



                             Schedule 5.17 (Page 1)

<PAGE>
                                   EXHIBIT A-1

                                     FORM OF
                              REVOLVING CREDIT NOTE


$_________                                                    New York, New York
                                                                October 10, 2002

                  FOR VALUE RECEIVED, the undersigned, EL PASO ENERGY PARTNERS,
L.P., a Delaware limited partnership (the "Borrower") and EL PASO ENERGY
PARTNERS FINANCE CORPORATION, a Delaware corporation (the "Co-Borrower"), hereby
jointly and severally, unconditionally promise to pay to the order of _____ (the
"Lender") at the office of JPMorgan Chase Bank located at 270 Park Avenue, New
York, New York 10017, in lawful money of the United States of America and in
immediately available funds, the principal amount of the lesser of (a) _________
($_______), and (b) the aggregate unpaid principal amount of all Revolving
Credit Loans made by the Lender to the undersigned pursuant to Section 2.1 of
the Credit Agreement hereinafter referred to, on the Revolving Credit
Termination Date (as defined in the Credit Agreement) such principal to be paid
on the date and in the amounts set forth in Section 2.2 of the Credit Agreement
and on such other dates and in such other amounts set forth in the Credit
Agreement.

                  Each of the undersigned further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
from the date hereof at the applicable rate per annum set forth in Section 4.4
of the Credit Agreement until any such amount shall become due and payable
(whether at the stated maturity, by acceleration or otherwise), and thereafter
on such overdue amount at the rate per annum set forth in subsection 4.4(c) of
said Credit Agreement until paid in full (both before and after judgment).
Interest shall be payable in arrears on each Interest Payment Date commencing on
the first such date to occur after the date hereof, provided that interest
accruing pursuant to subsection 4.4(c) of the Credit Agreement shall be payable
on demand. In no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum interest which, under applicable law, may be
charged on this Note, and this Note is expressly made subject to the provisions
of the Credit Agreement which more fully set out the limitations on how interest
accrues hereon.

                  The holder of this Note is authorized to record the date, type
and amount of each Revolving Credit Loan made by the Lender pursuant to Section
2.1 of said Credit Agreement, each continuation thereof, each conversion of all
or a portion thereof to another type, the date and amount of each payment or
prepayment of principal with respect thereto, and, in the case of Eurodollar
Loans, the length of each Interest Period with respect thereto, on the schedules
annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, which recordation shall constitute
prima facie evidence of the accuracy of the information recorded in the absence
of manifest error; provided that failure by the Lender to make any such
recordation on this Note shall not affect the obligations of the Borrower under
this Note or said Credit Agreement.

                              Exhibit A-1 (Page 1)

<PAGE>
                  This Note is one of the Revolving Credit Notes referred to in
the Sixth Amended and Restated Credit Agreement, dated as of March 23, 1995, as
amended (the "Existing Credit Agreement"), as amended and restated through
October 10, 2002 (as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among the Borrower, the Co-Borrower, the
Lender, the other financial institutions parties thereto and JPMorgan Chase
Bank, as Administrative Agent, is entitled to the benefits thereof, is secured
as provided therein and is subject to optional and mandatory prepayment in whole
or in part as provided therein. Terms used herein which are defined in the
Credit Agreement shall have such defined meanings unless otherwise defined
herein or unless the context otherwise requires.

                  Upon the occurrence of any one or more of the Events of
Default specified in said Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable
all as provided therein.

                  This Note and the other Revolving Credit Notes are given in
replacement and substitution for, but not payment or satisfaction of, certain
revolving credit notes previously issued under the Credit Agreement. The
indebtedness evidenced by such other revolving credit notes is continued in full
force and effect hereunder.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  This Note evidences existing indebtedness under the Existing
Credit Agreement (and its predecessors) and does not constitute payment of such
indebtedness, and such indebtedness continues in full force and effect, as
amended and restated in the Credit Agreement.

                                      EL PASO ENERGY PARTNERS, L.P.



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



                                      EL PASO ENERGY PARTNERS FINANCE
                                      CORPORATION



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





                              Exhibit A-1 (Page 2)

<PAGE>
                       SCHEDULE A TO REVOLVING CREDIT NOTE

 EURODOLLAR LOANS AND CONVERSIONS AND PAYMENTS WITH RESPECT TO EURODOLLAR LOANS


<Table>
<Caption>
            Amount of
            Eurodollar Loans                     Amount of                           Unpaid
            Made or            Interest Period   Eurodollar Loans                    Principal
            Converted from     and Eurodollar    Paid or Converted                   Balance of
            Alternate Base     Rate with         into Alternate      Distribution    Eurodollar    Notation
Date        Rate Loans         Respect Thereto   Base Rate Loans     Loan (Yes/No)   Loans         Made By
----        ----------         ---------------   ---------------     -------------   -----         -------
<S>         <C>                <C>               <C>                 <C>             <C>           <C>
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
</Table>



                  Schedule A to Revolving Credit Note (Page 1)
<PAGE>

                       SCHEDULE B TO REVOLVING CREDIT NOTE

             ALTERNATE BASE RATE LOANS AND CONVERSIONS AND PAYMENTS
                    WITH RESPECT TO ALTERNATE BASE RATE LOANS


<Table>
<Caption>
            Amount of
            Alternate Base     Amount of
            Rate Loans Made    Alternate Base                          Unpaid Principal
            or Converted       Rate Loans Paid                         Balance of
            from Eurodollar    or Converted into   Distribution        Alternate Base
Date        Loans              Eurodollar Loans    Loan (Yes/No)       Rate Loans           Notation Made By
----        -----              ----------------    ----------          ----------           ----------------
<S>         <C>                <C>                 <C>                 <C>                  <C>
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
</Table>

                  Schedule B to Revolving Credit Note (Page 1)

<PAGE>
                                   EXHIBIT A-2

                         FORM OF INITIAL TERM LOAN NOTE


$_________                                                   New York, New York
                                                               October 10, 2002

                  FOR VALUE RECEIVED, the undersigned, EL PASO ENERGY PARTNERS,
L.P., a Delaware limited partnership (the "Borrower") and EL PASO ENERGY
PARTNERS FINANCE CORPORATION, a Delaware corporation (the "Co-Borrower"), hereby
jointly and severally, unconditionally promise to pay to the order of _____ (the
"Lender") at the office of JPMorgan Chase Bank located at 270 Park Avenue, New
York, New York 10017, in lawful money of the United States of America and in
immediately available funds, the principal amount of _________ ($_______), in
installments on the dates and in the principal amounts provided in Section 2.2
of the Credit Agreement hereinafter referred to, and on such other dates and in
such other amounts set forth in the Credit Agreement.

                  Each of the undersigned further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
from the date hereof at the applicable rate per annum set forth in Section 4.4
of the Credit Agreement until any such amount shall become due and payable
(whether at the stated maturity, by acceleration or otherwise), and thereafter
on such overdue amount at the rate per annum set forth in subsection 4.4(c) of
said Credit Agreement until paid in full (both before and after judgment).
Interest shall be payable in arrears on each Interest Payment Date commencing on
the first such date to occur after the date hereof, provided that interest
accruing pursuant to subsection 4.4(c) of the Credit Agreement shall be payable
on demand. In no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum interest which, under applicable law, may be
charged on this Note, and this Note is expressly made subject to the provisions
of the Credit Agreement which more fully set out the limitations on how interest
accrues hereon.

                  The holder of this Note is authorized to record the date, type
and amount of each Initial Term Loan made by the Lender pursuant to Section 2.1
of said Credit Agreement, each continuation thereof, each conversion of all or a
portion thereof to another type, the date and amount of each payment or
prepayment of principal with respect thereto, and, in the case of Eurodollar
Loans, the length of each Interest Period with respect thereto, on the schedules
annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, which recordation shall constitute
prima facie evidence of the accuracy of the information recorded in the absence
of manifest error; provided that failure by the Lender to make any such
recordation on this Note shall not affect the obligations of the Borrower under
this Note or said Credit Agreement.

                  This Note is one of the Initial Term Loan Notes referred to in
the Sixth Amended and Restated Credit Agreement, dated as of March 23, 1995, as
amended and restated through October 10, 2002 (as further amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Co-Borrower, the Lender, the other financial institutions parties
thereto and JPMorgan Chase Bank, as Administrative Agent, is entitled to the


                              Exhibit A-2 (Page 1)

<PAGE>


benefits thereof, is secured as provided therein and is subject to optional and
mandatory prepayment in whole or in part as provided therein. Terms used herein
which are defined in the Credit Agreement shall have such defined meanings
unless otherwise defined herein or unless the context otherwise requires.

                  Upon the occurrence of any one or more of the Events of
Default specified in said Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable
all as provided therein.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                       EL PASO ENERGY PARTNERS, L.P.



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


                                       EL PASO ENERGY PARTNERS FINANCE
                                       CORPORATION



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







                              Exhibit A-2 (Page 2)


<PAGE>
                      SCHEDULE A TO INITIAL TERM LOAN NOTE

                      EURODOLLAR LOANS AND CONVERSIONS AND
                    PAYMENTS WITH RESPECT TO EURODOLLAR LOANS

<Table>
<Caption>
            Amount of
            Eurodollar Loans                     Amount of                           Unpaid
            Made or            Interest Period   Eurodollar Loans                    Principal
            Converted from     and Eurodollar    Paid or Converted                   Balance of
            Alternate Base     Rate with         into Alternate      Distribution    Eurodollar    Notation
Date        Rate Loans         Respect Thereto   Base Rate Loans     Loan (Yes/No)   Loans         Made By
----        ----------         ---------------   ---------------     -------------   -----         -------
<S>         <C>                <C>               <C>                 <C>             <C>           <C>
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
</Table>



                 Schedule A to Initial Term Loan Note (Page 1)
<PAGE>
                      SCHEDULE B TO INITIAL TERM LOAN NOTE

             ALTERNATE BASE RATE LOANS AND CONVERSIONS AND PAYMENTS
                    WITH RESPECT TO ALTERNATE BASE RATE LOANS


<Table>
<Caption>
            Amount of
            Alternate Base     Amount of
            Rate Loans Made    Alternate Base                          Unpaid Principal
            or Converted       Rate Loans Paid                         Balance of
            from Eurodollar    or Converted into   Distribution        Alternate Base
Date        Loans              Eurodollar Loans    Loan (Yes/No)       Rate Loans           Notation Made By
----        -----              ----------------    ----------          ----------           ----------------
<S>         <C>                <C>                 <C>                 <C>                  <C>
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
-----       ---------          ----------          ----------          ----------           ------------------
</Table>



                 Schedule B to Initial Term Loan Note (Page 1)



<PAGE>

                                   EXHIBIT A-3

                        FORM OF ADDITIONAL TERM LOAN NOTE


$_________                                                  New York, New York
                                                            ___________, 200__

                  FOR VALUE RECEIVED, the undersigned, EL PASO ENERGY PARTNERS,
L.P., a Delaware limited partnership (the "Borrower") and EL PASO ENERGY
PARTNERS FINANCE CORPORATION, a Delaware corporation (the "Co-Borrower"), hereby
jointly and severally, unconditionally promise to pay to the order of _____ (the
"Lender") at the office of JPMorgan Chase Bank located at 270 Park Avenue, New
York, New York 10017, in lawful money of the United States of America and in
immediately available funds, the principal amount of _________ ($_______), in
installments on the dates and in the principal amounts provided in the that
certain Term Loan Supplement dated ______________, 200__ by and among the
Borrower, Co-Borrower, the Administrative Agent and the Additional Term Loan
Lenders party thereto (the "Term Loan Supplement"), and on such other dates and
in such other amounts set forth in the Credit Agreement hereinafter referred to.

                  Each of the undersigned further agrees to pay interest in like
money at such office on the unpaid principal amount hereof from time to time
from the date hereof at the applicable rate per annum set forth in Section 4.4
of the Credit Agreement until any such amount shall become due and payable
(whether at the stated maturity, by acceleration or otherwise), and thereafter
on such overdue amount at the rate per annum set forth in subsection 4.4(c) of
said Credit Agreement until paid in full (both before and after judgment).
Interest shall be payable in arrears on each Interest Payment Date commencing on
the first such date to occur after the date hereof, provided that interest
accruing pursuant to subsection 4.4(c) of the Credit Agreement shall be payable
on demand. In no event shall the interest payable hereon, whether before or
after maturity, exceed the maximum interest which, under applicable law, may be
charged on this Note, and this Note is expressly made subject to the provisions
of the Credit Agreement which more fully set out the limitations on how interest
accrues hereon.

                  The holder of this Note is authorized to record the date, type
and amount of each Additional Term Loan made by the Lender pursuant to Section
2.1 of said Credit Agreement and the Term Loan Supplement, each continuation
thereof, each conversion of all or a portion thereof to another type, the date
and amount of each payment or prepayment of principal with respect thereto, and,
in the case of Eurodollar Loans, the length of each Interest Period with respect
thereto, on the schedules annexed hereto and made a part hereof, or on a
continuation thereof which shall be attached hereto and made a part hereof,
which recordation shall constitute prima facie evidence of the accuracy of the
information recorded in the absence of manifest error; provided that failure by
the Lender to make any such recordation on this Note shall not affect the
obligations of the Borrower under this Note, the Term Loan Supplement or said
Credit Agreement.

                  This Note is one of the Additional Term Loan Notes referred to
in the Sixth Amended and Restated Credit Agreement, dated as of March 23, 1995,
as amended and restated


                              Exhibit A-3 (Page 1)
<PAGE>
through October 10, 2002 (as further amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among the Borrower, the Co-Borrower,
the Lender, the other financial institutions parties thereto and JPMorgan Chase
Bank, as Administrative Agent, is entitled to the benefits thereof, is secured
as provided therein and is subject to optional and mandatory prepayment in whole
or in part as provided therein. Terms used herein which are defined in the
Credit Agreement shall have such defined meanings unless otherwise defined
herein or unless the context otherwise requires.

                  Upon the occurrence of any one or more of the Events of
Default specified in said Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable
all as provided therein.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                        EL PASO ENERGY PARTNERS, L.P.



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


                                        EL PASO ENERGY PARTNERS FINANCE
                                        CORPORATION



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



                              Exhibit A-3 (Page 2)


<PAGE>
                     SCHEDULE A TO ADDITIONAL TERM LOAN NOTE

                      EURODOLLAR LOANS AND CONVERSIONS AND
                    PAYMENTS WITH RESPECT TO EURODOLLAR LOANS

<Table>
<Caption>
            Amount of
            Eurodollar Loans                     Amount of                           Unpaid
            Made or            Interest Period   Eurodollar Loans                    Principal
            Converted from     and Eurodollar    Paid or Converted                   Balance of
            Alternate Base     Rate with         into Alternate      Distribution    Eurodollar    Notation
Date        Rate Loans         Respect Thereto   Base Rate Loans     Loan (Yes/No)   Loans         Made By
----        ----------         ---------------   ---------------     -------------   -----         -------
<S>         <C>                <C>               <C>                 <C>             <C>           <C>
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
-----       ---------          ----------        ----------          ----------      ----------    ----------
</Table>



                Schedule A to Additional Term Loan Note (Page 1)
<PAGE>
                     SCHEDULE B TO ADDITIONAL TERM LOAN NOTE

             ALTERNATE BASE RATE LOANS AND CONVERSIONS AND PAYMENTS
                    WITH RESPECT TO ALTERNATE BASE RATE LOANS


<Table>
<Caption>
            Amount of
            Alternate Base     Amount of
            Rate Loans Made    Alternate Base                        Unpaid Principal
            or Converted       Rate Loans Paid                       Balance of
            from Eurodollar    or Converted into  Distribution       Alternate Base
Date        Loans              Eurodollar Loans   Loan (Yes/No)      Rate Loans           Notation Made By
----        -----              ----------------   -------------      ----------           ----------------
<S>         <C>                <C>               <C>                 <C>                  <C>
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
-----       ---------          ----------        ----------          ----------           ------------------
</Table>



                Schedule B to Additional Term Loan Note (Page 1)
<PAGE>

                                    EXHIBIT B

                          [FORM OF TERM LOAN ADDENDUM]


         Pursuant to subsection 2.1(c) of the Sixth Amended and Restated Credit
Agreement, dated as of March 23, 1995, as amended and restated through October
10, 2002 (the "Credit Agreement"), among El Paso Energy Partners, L.P., a
Delaware limited partnership (the "Borrower"), El Paso Energy Partners Finance
Corporation, a Delaware corporation (the "Co-Borrower"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders"),
and JPMorgan Chase Bank, as administrative agent (the "Administrative Agent"),
the undersigned hereby execute this Term Loan Addendum dated as of ____________,
200_ (this "Addendum"). Capitalized terms used herein and not defined herein
shall have the meanings assigned to such terms in the Credit Agreement.

         In consideration of the premises and the mutual covenants contained
herein, the parties hereto hereby agree as follows:

         1. Subject to the terms and conditions hereof and in the Credit
Agreement, each Additional Term Loan Lender party to this Addendum agrees to
make, on the Additional Term Loan Closing Date, term loans (the "Series [___]
Additional Term Loans") to the Borrower in an aggregate principal amount not to
exceed such Lender's Additional Term Loan Commitment set forth on Schedule I
attached hereto under the heading "Additional Term Loan Commitment". Once
repaid, the Series [___] Additional Term Loans may not be reborrowed.

         2. The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Additional Term Loan Lender party
to this Addendum (a) [Insert repayment terms] and (b) the then unpaid principal
amount of each Series [____] Additional Term Loan on the Additional Term Loan
Maturity Date (as defined below).

         3. The "Applicable Margin" for the Series [___] Additional Term
Loans shall be [Insert pricing terms].

         4. The "Additional Term Loan Maturity Date" for the Series [___]
Additional Term Loans shall be [Insert maturity date].

         5. The "Additional Term Loan Closing Date" for the Series [____]
Additional Term Loans shall be the date on which the conditions set forth in
Section 6.4 of the Credit Agreement are first satisfied or waived in respect of
the Series ___ Additional Term Loans, which shall occur on or prior to
___________, 200__.

         6. Each Additional Term Loan Lender party to this Addendum hereby
acknowledges that it has received and reviewed a copy (in execution form) of the
Credit Agreement, and agrees, effective as of the Additional Term Loan Closing
Date, to:

                  (a) join the Credit Agreement as an Additional Term Loan
Lender thereunder;

                            Exhibit B (Page 1)
<PAGE>


                  (b) be bound by all the terms in the Credit Agreement, other
Loan Documents existing as of the date hereof and any other Loan Document to
which it is a party; and

                  (c) perform all obligations required of it by the Credit
Agreement and any other Loan Document to which it is a party, including, if it
is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to Section 4.10 of the Credit Agreement to deliver the forms
prescribed by the Internal Revenue Service of the United States certifying as to
the Assignee's exemption from United States withholding taxes with respect to
all payments to be made to the Assignee under the Credit Agreement, or such
other documents as are necessary to indicate that all such payments are subject
to such tax at a rate reduced by an applicable tax treaty.

         7. Subject to Article X of the Credit Agreement, each Additional Term
Loan Lender party to this Addendum hereby irrevocably designates and appoints
JPMorgan as the Administrative Agent of such Lender under the Credit Agreement,
this Addendum and the other Loan Documents, and each such Lender irrevocably
authorizes JPMorgan, as the Administrative Agent for such Lender, to take such
action on its behalf under the provisions of the Credit Agreement, this Addendum
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 the
Credit Agreement, this Addendum and the other Loan Documents, together with such
other powers as are reasonably incidental thereto.

         8. Subject to Article XII of the Credit Agreement, each Additional Term
Loan Lender party to this Addendum hereby irrevocably designates and appoints
JPMorgan as the Collateral Agent of such Lender under the Credit Agreement, this
Addendum and the other Loan Documents, and each such Lender irrevocably
authorizes JPMorgan, as the Collateral Agent for such Lender, to take such
action on its behalf under the provisions of the Credit Agreement, this Addendum
and the other Loan Documents and to exercise such powers and perform such duties
as are expressly delegated to the Collateral Agent by the terms of the Credit
Agreement, this Addendum and the other Loan Documents, together with such other
powers as are reasonably incidental thereto.

         9. Each Additional Term Loan Lender party to this Addendum hereby
consents and agrees (i) to the provisions of the Intercreditor Agreement,
including the indemnity provisions set forth in [Section 5] thereof and (ii)
that the address for notices under Section 11.1 of the Credit Agreement to such
Additional Term Loan Lender is specified in Schedule I attached hereto.

         10. THIS ADDENDUM AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS ADDENDUM SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

         11. This Addendum may be executed by one or more of the parties to
this Addendum 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 Addendum signed by all the parties shall
be lodged with the Borrower and the Administrative Agent.

                            Exhibit B (Page 2)
<PAGE>
         IN WITNESS WHEREOF, the undersigned has executed this Addendum as of
the ___th day of _________, 200_.

                                           BORROWER:

                                           EL PASO ENERGY PARTNERS, L.P.



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



                                           CO-BORROWER:

                                           EL PASO ENERGY PARTNERS FINANCE
                                           CORPORATION



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


                                           ADMINISTRATIVE AGENT:

                                           JPMorgan Chase Bank,
                                           as Administrative Agent



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



                                           ADDITIONAL TERM LOAN LENDERS:



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

                               Exhibit B (Page 3)
<PAGE>

                                           ADDITIONAL TERM LOAN LENDERS:



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



                                           ADDITIONAL TERM LOAN LENDERS:



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



                                           ADDITIONAL TERM LOAN LENDERS:



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




                               Exhibit B (Page 4)
<PAGE>
                        SCHEDULE I TO TERM LOAN ADDENDUM
                      FOR SERIES [__] ADDITIONAL TERM LOANS

       ADDITIONAL TERM LOAN LENDERS, ADDITIONAL TERM LOAN COMMITMENTS AND
                        TERM LOAN COMMITMENT PERCENTAGES

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
  ADDITIONAL TERM LOAN LENDER NAME AND            TITLE           ADDITIONAL TERM         TERM LOAN COMMITMENT
           ADDRESS FOR NOTICES                                    LOAN COMMITMENT              PERCENTAGE
-----------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>                      <C>
-----------------------------------------------------------------------------------------------------------------

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

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

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

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

-----------------------------------------------------------------------------------------------------------------
</TABLE>


                   Schedule I to Term Loan Addendum (Page 1)

<PAGE>
                                    EXHIBIT L

                         [FORM OF BORROWING CERTIFICATE]


                  Pursuant to subsection 6.3(e) of the Sixth Amended and
Restated Credit Agreement, dated as of March 23, 1995, as amended and restated
through October 10, 2002 (the "Credit Agreement"), among El Paso Energy
Partners, L.P., a Delaware limited partnership (the "Borrower"), El Paso Energy
Partners Finance Corporation, a Delaware corporation (the "Co-Borrower"), the
several banks and other financial institutions from time to time parties thereto
(the "Lenders"), and JPMorgan Chase Bank, as administrative agent (the
"Administrative Agent"), the undersigned hereby certifies as follows:

                  1. The representations and warranties made by the Borrower in
         or pursuant to each of the Loan Documents to which it is a party are
         true and correct in all material respects on and as of the date hereof
         as if made on and as of the date hereof and after giving effect to the
         Loans requested to be made pursuant to the Credit Agreement (unless
         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); and

                  2. Immediately prior to and immediately after the making of
         the Loans requested to be made pursuant to the Agreement on the date
         hereof, no Default or Event of Default will have occurred and will be
         continuing under the Credit Agreement.

                  3. At the time of and immediately after the making of any
         [Initial Term Loan] [Additional Term Loan] requested to be made
         pursuant to the Agreement on the date hereof, (i) the ratio of (A)
         Consolidated Total Senior Indebtedness at such date to (B) the
         Consolidated EBITDA for the most recent Calculation Period 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 shall not exceed 5.0 to 1.0; provided,
         however, that the foregoing certification contained in this paragraph 3
         is made by the Borrower in good faith based upon assumptions believed
         by the Borrower to be reasonable.

                  4. [Immediately after the making of any Additional Term Loan
         requested to be made pursuant to the Agreement on the date hereof, the
         aggregate principal amount of all outstanding Additional Term Loans
         does not exceed an amount equal to $500,000,000 less, as of the time of
         such determination, the aggregate outstanding principal amount of (x)
         the Initial Term Loans and (y) the EPNHC term loans owed to the EPNHC
         Lenders pursuant to the EPNHC Credit Agreement.]

         Capitalized terms used herein and not defined herein shall have the
         meanings assigned to such terms in the Credit Agreement.

                               Exhibit L (Page 1)
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has executed this
certificate as of the ___th day of _________, 2002.

                                         EL PASO ENERGY PARTNERS, L.P.

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

                                         EL PASO ENERGY PARTNERS FINANCE
                                         CORPORATION

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




                               Exhibit L (Page 2)

<PAGE>
                                    EXHIBIT M

                        FORM OF ASSIGNMENT AND ACCEPTANCE


     Reference is made to the Sixth Amended and Restated Credit Agreement, dated
as of March 23, 1995, as amended and restated through October 10, 2002 (as
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among El Paso Energy Partners, L.P. , a Delaware limited
partnership (the "Borrower"), El Paso Energy Partners Finance Corporation, a
Delaware corporation (the "Co-Borrower"), the Lenders named therein and JPMorgan
Chase Bank, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"). Terms defined in the Credit Agreement are used herein
with the same meanings.

         _________ (the "Assignor") and _________ (the "Assignee") agree as
follows:

         (a) The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a ___% interest (the "Assigned Interest") in
and to the Assignor's rights and obligations under the Credit Agreement with
respect to the credit facility contained in the Credit Agreement as are set
forth on Schedule 1 in a principal amount as set forth on Schedule 1.

         (b) The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, other than that it is the legal and beneficial owner of the
interest conveyed and it has not created any adverse claim upon the interest
being assigned by it hereunder and that such interest is free and clear of any
such adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any of
its Subsidiaries or any other obligor or the performance or observance by the
Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other Loan Document or
any other instrument or document furnished pursuant hereto or thereto; and (iii)
attaches the Note(s) held by it evidencing the Assigned Interest and requests
that the Administrative Agent exchange such Note(s) for a new Note or Notes
payable to the Assignor and (if the Assignor has retained any interest in the
Credit Agreement) a new Note or Notes payable to the Assignee in the respective
amounts which reflect the assignment being made hereby (and after giving effect
to any other assignments which have become effective on the Effective Date).

         (c) The Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 5.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (iii) agrees
that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any other

                               Exhibit M (Page 1)


<PAGE>
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto; (iv) appoints and
authorizes the Administrative Agent and the Collateral Agent to take such action
as agent on its behalf and to exercise such powers and discretion under the
Credit Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative
Agent and the Collateral Agent by the terms thereof, together with such powers
as are incidental thereto; (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to Section 4.10
of the Credit Agreement to deliver the forms prescribed by the Internal Revenue
Service of the United States certifying as to the Assignee's exemption from
United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement, or such other documents as are necessary to
indicate that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty; and (vi) agrees that the address for notices pursuant to
Section 11.2 of the Credit Agreement to the Assignee is set forth on Schedule I.

         (d) The effective date of this Assignment and Acceptance shall be
_________, _____ (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to
subsection 11.6(f) of the Credit Agreement, effective as of the Effective Date
(which shall not, unless otherwise agreed to by the Administrative Agent, be
earlier than five Business Days after the date of such acceptance and recording
by the Administrative Agent).

         (e) Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative Agent for periods
prior to the Effective Date or with respect to the making of this assignment
directly between themselves.

         (f) From and after the Effective Date, (i) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

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

                               Exhibit M (Page 2)

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

                               Exhibit M (Page 3)

<PAGE>

                                   Schedule 1
                                       to
                            Assignment and Acceptance
          relating to the Sixth Amended and Restated Credit Agreement,
                   dated as of March 23, 1995, as amended and
                       restated through October 10, 2002,
                      among El Paso Energy Partners, L.P.,
                  El Paso Energy Partners Finance Corporation,
                         the Lenders named therein, and
      JPMorgan Chase Bank, as administrative agent for the Lenders (in such
                     capacity, the "Administrative Agent")


Name of Assignor:

Name of Assignee:

Effective Date of Assignment:


Principal Amount of Revolving Loan Assigned:

Principal Amount of Initial Term Loan Assigned:

Principal Amount of Series [___] Additional Term Loan Assigned:

Revolving Credit Commitment Percentage Assigned: [(to at least fifteen decimals)
(shown as a percentage of aggregate principal amount of all Lenders)]

Address for Notice to Assignee:


Accepted:
---------

JP Morgan Chase Bank, as Administrative
Agent                                         [ASSIGNEE]

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


                                              [ASSIGNOR]


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




                           Exhibit M (Schedule 1) - 1

<PAGE>

Consented To:
-------------

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









                           Exhibit M (Schedule 1) - 2





<PAGE>
                                                                       EXHIBIT N

                      Environmental Compliance Certificate

          The undersigned, being the Chief Executive Officer or the Chief
Financial Officer of El Paso Energy Partners, L.P. (the "Borrower"), pursuant to
subsection 7.2(i) of the Sixth Amended and Restated Credit Agreement, dated as
of March 23, 1995, as amended restated through October 10, 2002, among the
Borrower, El Paso Energy Partners Finance Corporation (the "Co-Borrower"), and
JPMorgan Chase Bank, as administrative agent (the "Administrative Agent"), and
the banks and other financial institutions which are parties thereto (the
"Lenders") (such Credit Agreement, as the same may from time to time be amended,
supplemented or otherwise modified, is referred to herein as the "Credit
Agreement"), after due inquiry and consultation with the senior operating
officers of the Borrower, does hereby certify as of the date hereof to the
Lenders as follows:

     1.   For the fiscal year ending immediately prior to the date hereof,
          except as set forth in Schedule I attached hereto, the Borrower and
          its Subsidiaries have complied and are complying with Section 7.8 of
          the Credit Agreement;

     2.   To the best knowledge of the undersigned after due inquiry and except
          as set forth in Schedule 5.17, the Borrower and its Subsidiaries are
          in compliance with all applicable Environmental Laws, noncompliance
          with which could give rise to a liability in a Material Environmental
          Amount;

     3.   The Borrower and its Subsidiaries have taken steps to minimize the
          generation of potentially harmful effluents;

     4.   The Borrower and its Subsidiaries have established a program of
          conducting an internal audit of each operating facility of the
          Borrower and its Subsidiaries to identify actual or potential
          environmental liabilities which could give rise to a liability in a
          Material Environmental Amount; and

     5.   The Borrower and its Subsidiaries have established a program of
          training their respective employees in issues of environmental, health
          and safety compliance, and the Borrower and its Subsidiaries have one
          or more individuals in charge of implementing the training program.



                                 Exhibit N - 1


<PAGE>


         For purposes of this Certificate, all capitalized terms not otherwise
defined herein shall have the meanings assigned thereto in the Credit Agreement.

                                            EL PASO ENERGY PARTNERS, L.P.

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

Dated:






                                 Exhibit N - 2

<PAGE>
                                                                       EXHIBIT O

                        Description of Chaco Transactions


I.   The Chaco Plant

     The Chaco Plant, the third largest natural gas processing plant in the
United States measured by liquids produced, is located in the San Juan Basin in
New Mexico. It is capable of processing up to 600 Mmcf/d of natural gas and
handling up to 50,000 bbls/d of NGLs. The Chaco Plant is a state of the art
cryogenic plant that uses high pressures and extremely low temperatures to
remove water, impurities and excess hydrocarbon liquids from the raw natural gas
stream and recover ethane as well as propane and the heavier hydrocarbons. The
Chaco Plant receives and processes natural gas from the San Juan Gathering
System (the "Gathering System"), an over 5,500 mile natural gas gathering system
in New Mexico owned and operated by an Affiliate of El Paso Field Services, L.P.
("Field Services").

II.  Current Status of Chaco Plant

         As of October 2001, the Borrower acquired certain interests,
indirectly, in the Chaco Plant through the consummation of the following
transactions:

     1.   Delos Offshore Company, L.L.C. ("Delos"), a Restricted Subsidiary of
          the Borrower, purchased all of the notes and certificates issued by
          The Chaco Liquids Plant Trust, a Massachusetts business trust (the
          "Trust"), to the sale-leaseback lenders in connection with the
          sale-leaseback financing transaction that Field Services put in place
          in 1995;

     2.   The effect of the purchase of such notes and certificates was that
          Delos became the beneficiary of the Trust and acquired title to the
          Chaco Plant subject to the existing lease documents;

     3.   Delos became the agent for the Trust;

     4.   El Paso Energy Partners Operating Company, L.L.C., another Restricted
          Subsidiary of the Borrower, was appointed as trustee of the Trust,
          replacing State Street Bank and Trust Company;

     5.   The Trust was designated as a Restricted Subsidiary of the Borrower
          which designation was consented by the Lenders pursuant to the First
          Amendment to the Existing Credit Agreement dated as of October 10,
          2001, and is therefore a Subsidiary Guarantor and has pledged its
          assets as collateral for the Obligations;

     6.   Delos and Field Services entered into a Tolling Agreement under which
          (a) Field Services dedicated all of the natural gas received into the
          Gathering System to the Chaco Plant for processing (except for certain
          amounts of natural gas that were previously dedicated to the nearby
          Conoco/Blanco Plant, and certain other amounts of natural gas that are
          used for fuel use, farm taps and lift gas, or temporarily offloaded
          due to capacity restraints on the Gathering System pursuant to terms
          of existing gathering agreements), (b) Field Services became obligated
          to attempt to acquire additional processing rights for

                                 Exhibit O - 1

<PAGE>
          gas gathered by the Gathering System, and (c) gas delivered to the
          Chaco Plant by Field Services has a processing priority over other
          gas; and

     7.   Field Services personnel continue to operate and provide other
          services related to the Chaco Plant.




                                 Exhibit O - 2