<PAGE>   1
                                                                   EXHIBIT 10.31

                                                                  EXECUTION COPY


                                CREDIT AGREEMENT


                                      AMONG


                              TEPPCO PARTNERS, L.P.
                                  AS BORROWER,


                                 SUNTRUST BANK,
                   AS ADMINISTRATIVE AGENT AND LC ISSUING BANK


                                       AND


                                CERTAIN LENDERS,
                                   AS LENDERS


                            DATED AS OF JULY 14, 2000


                            $75,000,000 TERM FACILITY
                         $475,000,000 REVOLVING FACILITY



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


                    SUNTRUST EQUITABLE SECURITIES CORPORATION
                               SOLE LEAD ARRANGER


<PAGE>   2

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               PAGE
<S>                                                                                                            <C>

                                                Article I
                                          Definitions and Terms

Section 1.1. Definitions..........................................................................................1
Section 1.2. Time References.....................................................................................20
Section 1.3. Other References....................................................................................20
Section 1.4. Accounting Principles...............................................................................21
Section 1.5. Projections.........................................................................................21

                                                Article II
                                             THE Commitments

Section 2.1. Term Facility.......................................................................................22
Section 2.2. Revolving Facility..................................................................................22
Section 2.3. Borrowing Procedure.................................................................................22
Section 2.4. Effect of Requests..................................................................................23
Section 2.5. Termination of the Commitments......................................................................23
Section 2.6. Letters of Credit...................................................................................24
Section 2.7. Revolving Commitment Increase; Additional Lenders...................................................27

                                               Article III
                                              payment terms

Section 3.1. Notes and Payments..................................................................................28
Section 3.2. Interest and Principal Payments.....................................................................28
Section 3.3. Interest Options....................................................................................30
Section 3.4. Quotation of Rates..................................................................................30
Section 3.5. Default Rate........................................................................................30
Section 3.6. Interest Recapture..................................................................................31
Section 3.7. Interest and Fee Calculations.......................................................................31
Section 3.8. Maximum Rate........................................................................................31
Section 3.9. Interest Periods....................................................................................32
Section 3.10. Conversions........................................................................................32
Section 3.11. Order of Application...............................................................................32
Section 3.12. Sharing of Payments, Etc...........................................................................33
Section 3.13. Offset.............................................................................................34
Section 3.14. Booking Borrowings.................................................................................34
Section 3.15. Basis Unavailable or Inadequate for LIBOR Rate.....................................................34
Section 3.16. Additional Costs...................................................................................34
Section 3.17. Change in Legal Requirements.......................................................................36
Section 3.18. Funding Loss.......................................................................................36
</TABLE>


                                       i

<PAGE>   3


<TABLE>
<S>                                                                                                            <C>
Section 3.19. Foreign Lenders, Participants and Assignees........................................................36
Section 3.20. Discharge and Reinstatement........................................................................37

                                                Article IV
                                                   FEES

Section 4.1. Treatment of Fees...................................................................................37
Section 4.2. Commitment Fee......................................................................................37
Section 4.3. Letter of Credit Fees...............................................................................37

                                                Article V
                                           conditions precedent


                                                Article VI
                                                Guaranties


                                               Article VII
                                      representations and warranties

Section 7.1. Purpose. ...........................................................................................38
Section 7.2. Subsidiaries, Significant Subsidiaries and Significant Affiliates...................................39
Section 7.3. Existence, Authority and Good Standing..............................................................39
Section 7.4. Authorization and Contravention.....................................................................39
Section 7.5. Binding Effect......................................................................................39
Section 7.6. Current Financials..................................................................................40
Section 7.7. Solvency............................................................................................40
Section 7.8. Litigation..........................................................................................40
Section 7.9. Taxes...............................................................................................40
Section 7.10. Compliance with Law and Environmental Matters......................................................40
Section 7.11. Employee Plans.....................................................................................41
Section 7.12. Debt...............................................................................................41
Section 7.13. Properties; Liens..................................................................................41
Section 7.14. Governmental Regulations...........................................................................41
Section 7.15. Transactions with Affiliates.......................................................................42
Section 7.16. Leases.............................................................................................42
Section 7.17. Labor Matters......................................................................................42
Section 7.18. Intellectual Property..............................................................................42
Section 7.19. Insurance..........................................................................................42
Section 7.20. Restrictions on Distributions......................................................................42
Section 7.21. Full Disclosure....................................................................................43

                                               Article VIII
                                          affirmative covenants

Section 8.1. Certain Items Furnished.............................................................................43
Section 8.2. Use of Credit.......................................................................................44
</TABLE>

                                       ii

<PAGE>   4


<TABLE>
<S>                                                                                                            <C>
Section 8.3. Books and Records...................................................................................45
Section 8.4. Inspections.........................................................................................45
Section 8.5. Taxes...............................................................................................45
Section 8.6. Payment of Material Obligations.....................................................................45
Section 8.7. Expenses............................................................................................45
Section 8.8. Maintenance of Existence, Assets and Business.......................................................46
Section 8.9. Insurance...........................................................................................46
Section 8.10. Environmental Matters..............................................................................46
Section 8.11. Certain Agreements.................................................................................46
Section 8.12. Indemnification....................................................................................46

                                                Article IX
                                            negative covenants

Section 9.1. Debt................................................................................................48
Section 9.2. Prepayments.........................................................................................48
Section 9.3. Liens...............................................................................................49
Section 9.4. Employee Plans......................................................................................50
Section 9.5. Transactions with Affiliates........................................................................50
Section 9.6. Compliance with Legal Requirements and Documents....................................................51
Section 9.7. Investments.........................................................................................51
Section 9.8. Distributions.......................................................................................52
Section 9.9. Disposition of Assets...............................................................................52
Section 9.10. Mergers, Consolidations and Dissolutions...........................................................53
Section 9.11. Amendment of Constituent Documents.................................................................53
Section 9.12. Assignment.........................................................................................53
Section 9.13. Fiscal Year and Accounting Methods.................................................................53
Section 9.14. New Business.......................................................................................53
Section 9.15. Government Regulations.............................................................................53
Section 9.16. Senior Notes.......................................................................................53
Section 9.17. Strict Compliance..................................................................................54
Section 9.18. Restrictive Agreements.............................................................................54

                                                Article X
                                           financial covenants

Section 10.1. Minimum Net Worth..................................................................................54
Section 10.2. Maximum Funded Debt to Pro Forma EBITDA............................................................54
Section 10.3. Fixed Charge Coverage Ratio........................................................................55

                                                Article XI
                                            events of default

Section 11.1. Payment of Obligations.............................................................................55
Section 11.2. Covenants..........................................................................................55
Section 11.3. Debtor Relief......................................................................................56
Section 11.4. Judgments and Attachments..........................................................................56
</TABLE>

                                      iii

<PAGE>   5

<TABLE>
<S>                                                                                                            <C>
Section 11.5. Government Action..................................................................................56
Section 11.6. Misrepresentation..................................................................................56
Section 11.7. Change of Control..................................................................................56
Section 11.8. Other Debt.........................................................................................56
Section 11.9. FINA/BASF Contracts................................................................................57
Section 11.10. Validity and Enforceability.......................................................................57
Section 11.11. Minimum Equity Event..............................................................................57
Section 11.12. ARCO Asset Acquisition Agreement..................................................................57

                                               Article XII
                                           RIGHTS AND REMEDIES

Section 12.1. Remedies Upon Event of Default.....................................................................57
Section 12.2. Company Waivers....................................................................................59
Section 12.3. Not in Control.....................................................................................59
Section 12.4. Course of Dealing..................................................................................59
Section 12.5. Cumulative Rights..................................................................................60
Section 12.6. Application of Proceeds............................................................................60
Section 12.7. Expenditures by Lenders............................................................................60
Section 12.8. Limitation of Liability............................................................................60

                                               Article XIII
                                     administrative agent and lenders

Section 13.1. The Administrative Agent...........................................................................60
Section 13.2. Expenses...........................................................................................62
Section 13.3. Proportionate Absorption of Losses.................................................................62
Section 13.4. Delegation of Duties; Reliance.....................................................................63
Section 13.5. Limitation of the Administrative Agent's Liability.................................................63
Section 13.6. Event of Default...................................................................................64
Section 13.7. Limitation of Liability............................................................................65
Section 13.8. Other Agents.......................................................................................65
Section 13.9. Relationship of Lenders............................................................................65
Section 13.10. Benefits of Agreement.............................................................................65

                                               Article XIV
                                              miscellaneous

Section 14.1. Nonbusiness Days...................................................................................65
Section 14.2. Communications.....................................................................................66
Section 14.3. Form and Number....................................................................................66
Section 14.4. Exceptions.........................................................................................66
Section 14.5. Survival...........................................................................................66
Section 14.6. Governing Law......................................................................................66
Section 14.7. Invalid Provisions.................................................................................66
Section 14.8. Amendments, Supplements, Waivers, Consents and Conflicts...........................................66
Section 14.9. Counterparts.......................................................................................68
</TABLE>

                                       iv

<PAGE>   6

<TABLE>
<S>                                                                                                            <C>
Section 14.10. Parties...........................................................................................68
Section 14.11. Venue, Service of Process and Jury Trial..........................................................70
Section 14.12. Non-Recourse to the General Partner...............................................................71
Section 14.13. Confidentiality...................................................................................71
Section 14.14. Entirety..........................................................................................72
</TABLE>


SCHEDULES AND EXHIBITS

<TABLE>
<S>                <C>    <C>
Schedule 2         --      Lenders and Commitments
Schedule 5         --      Closing Documents
Schedule 7.2       --      List of Companies, Significant Subsidiaries and Significant Affiliates
Schedule 7.8       --      Litigation
Schedule 7.10      --      Environmental Matters
Schedule 7.11      --      Employee Plan Matters
Schedule 7.12      --      Existing Debt
Schedule 7.13      --      Existing Liens
Schedule 7.15      --      Affiliate Transactions
Schedule 7.20      --      Restrictions on Distributions

Exhibit A-1        --      Form of Term Note
Exhibit A-2        --      Form of Revolving Note
Exhibit B          --      Form of Guaranty
Exhibit C-1        --      Form of Borrowing Request
Exhibit C-2        --      Form of Conversion Notice
Exhibit C-3        --      Form of Request for Issuance
Exhibit C-4        --      Form of Compliance Certificate
Exhibit D          --      Form of Opinion of Counsel
Exhibit E          --      Form of Assignment and Assumption Agreement
</TABLE>


                                       v

<PAGE>   7

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (this "AGREEMENT") is entered into as of July 14,
2000, among TEPPCO PARTNERS, L.P., a Delaware limited partnership (the
"BORROWER"), the Lenders (defined below) and SUNTRUST BANK ("SUNTRUST"), as the
Administrative Agent for the Lenders and as the issuer of Letters of Credit
(defined below) (the "LC ISSUING BANK").

         The Borrower has requested that the Lenders extend to the Borrower (A)
a $75,000,000 term loan (the "TERM FACILITY") to be funded by the Lenders on the
Closing Date (defined below) and used by the Borrower as provided in Section
7.1, and (B) a revolving credit facility (the "REVOLVING FACILITY") not to
exceed at any one time outstanding $475,000,000 (as that amount may be reduced
or canceled pursuant to this Agreement) to be funded by the Lenders from time to
time and used by the Borrower as provided in Section 7.1. The Borrower has
further requested that (1) up to $20,000,000 of the Revolving Facility be made
available in the form of Letters of Credit issued from time to time by the LC
Issuing Bank at the request and for the account of the Borrower and (2) the
Lenders participate in the Letters of Credit and in the reimbursement
obligations of the Borrower to the LC Issuing Bank. The Lenders are willing to
extend the requested loans and to participate in Letters of Credit and the
Borrower's reimbursement obligations thereunder, and the LC Issuing Bank is
willing to issue Letters of Credit, in each case, on the terms and conditions of
this Agreement.

         ACCORDINGLY, for adequate and sufficient consideration, the Borrower,
the Lenders, the LC Issuing Bank and the Administrative Agent agree as follows:

                                   ARTICLE I
                              DEFINITIONS AND TERMS

         SECTION 1.1. DEFINITIONS.

         As used in the Credit Documents:

         "ACQUISITION" by any Person means any transaction or series of
transactions on or after the date hereof pursuant to which that Person directly
or indirectly, whether in the form of a capital expenditure, an Investment, a
merger, a consolidation or otherwise and whether through a solicitation of
tender of Equity Interests, one or more negotiated block, market, private or
other transactions, or any combination of the foregoing, purchases (a) all or
substantially all of the business or assets of any other Person or operating
division or business unit of any other Person, or (b) more than 25% of the
Equity Interests in any other Person.

         "ADDITIONAL DEBT" means Funded Debt issued or incurred by any Company
or Significant Affiliate after the date hereof, other than Funded Debt under
this Agreement and Funded Debt (a) that is Permitted Non-Recourse Debt of any
Person used for the purposes described in clause (i) of the definition of
"Permitted Non-Recourse Debt" or (b) the proceeds of which are used to refinance
the Senior Notes, provided that the principal amount of the refinancing shall
not exceed the sum of (i) the principal amount of, and accrued interest on, the
Senior Notes so refinanced

<PAGE>   8
                                                                               2


and (ii) reasonable fees and expenses and the premium, if any, incurred in
connection with any such refinancing.

         "ADDITIONAL LENDER" is defined in Section 2.7.

         "ADMINISTRATIVE AGENT" means, at any time, SunTrust Bank (or its
successor appointed under Section 13.1), acting as administrative agent for the
Lenders under the Credit Documents.

         "AERIE" means Aerie Networks, Inc., a Delaware corporation.

         "AERIE LEASES" means (a) the Master Fiber Optics Agreement, to be
entered into between Aerie and TE Products, pursuant to which TE Products will
lease to Aerie a portion of TE Product's pipeline right-of-way for Aerie's
installation, construction, operation and maintenance of a telecommunications
network and related facilities, and (b) the Master Fiber Optics Agreement, to be
entered into between Aerie and TEPPCO Crude Pipeline, pursuant to which TEPPCO
Crude Pipeline will lease to Aerie a portion of TEPPCO Crude Pipeline's pipeline
right-of-way for Aerie's installation, construction, operation and maintenance
of a telecommunications network and related facilities, in each case as amended
from time to time.

         "AFFILIATE" of a Person means any other individual or entity that
directly or indirectly controls, is controlled by or is under common control
with that Person. For purposes of this definition, (a) "control", "controlled
by" and "under common control with" mean possession, directly or indirectly, of
power to direct or cause the direction of management or policies (whether
through ownership of voting securities or other interests, by contract or
otherwise), and (b) the General Partner and all of the Companies are Affiliates
with each other.

         "AGREEMENT" is defined in the preamble to this Agreement.

         "APPLICABLE MARGIN" means, for any day, the margin of interest over the
Base Rate or the LIBOR Rate that is applicable when the Base Rate or LIBOR Rate,
as applicable, is determined under this Agreement. The Applicable Margin is to
be determined as follows:

         (a) For all Revolving Borrowings, from the Closing Date through
the date six months following the Closing Date, the Applicable Margin shall be
1.375% for LIBOR Rate Borrowings and 0.375% for Base Rate Borrowings. At all
times after the date six months following the Closing Date, the Applicable
Margin in effect at any time (whether in the middle of an Interest Period or
otherwise) for all Revolving Borrowings will be based upon the ratio of
Consolidated Funded Debt to Pro Forma EBITDA, and determined by reference to the
table below, based upon the Current Financials and related Compliance
Certificate most recently received by the Administrative Agent, effective as of
the date received by the Administrative Agent. If the Borrower fails to furnish
to the Administrative Agent any Financials or the related Compliance Certificate
when required by this Agreement, then the maximum Applicable Margin for any Type
of Revolving Borrowing shall apply for Revolving Borrowings of such Type from
the date on which such Financials and related Compliance Certificate were
required to be delivered until the Borrower furnishes such Financials and
Compliance Certificate to the Administrative Agent.

<PAGE>   9
                                                                               3

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
 RATIO OF CONSOLIDATED FUNDED                      APPLICABLE MARGIN FOR               APPLICABLE MARGIN FOR
   DEBT TO PRO FORMA EBITDA                        BASE RATE BORROWINGS                LIBOR RATE BORROWINGS
---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                  <C>
Less than 3.00 to 1.00                                   0.000%                               0.750%
---------------------------------------------------------------------------------------------------------------------
Greater  than or equal to 3.00 to 1.00 and               0.000%                               1.000%
less than 3.50 to 1.00
---------------------------------------------------------------------------------------------------------------------
Greater  than or equal to 3.50 to 1.00 and               0.125%                               1.125%
less than 4.00 to 1.00
---------------------------------------------------------------------------------------------------------------------
Greater  than or equal to 4.00 to 1.00 and               0.250%                               1.250%
less than 4.50 to 1.00
---------------------------------------------------------------------------------------------------------------------
Greater than or equal to 4.50 to 1.00                    0.375%                               1.375%
---------------------------------------------------------------------------------------------------------------------
</TABLE>

         (b) For all Term Borrowings, the Applicable Margin for LIBOR Rate
Borrowings and for Base Rate Borrowings shall be determined by reference to the
table below, based upon, for any date for which the Applicable Margin is to be
determined, the period (calculated by reference to the number of months
following the Closing Date) during which such date occurs:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
            MONTHS FOLLOWING                     APPLICABLE MARGIN FOR                  APPLICABLE MARGIN FOR
             CLOSING DATE                        BASE RATE BORROWINGS                   LIBOR RATE BORROWINGS
----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                  <C>
                  1--9                                   0.750%                                 1.750%
----------------------------------------------------------------------------------------------------------------------
           10 and thereafter                             1.000%                                 2.000%
----------------------------------------------------------------------------------------------------------------------
</TABLE>


         "APPLICABLE PERCENTAGE" means, for any day, (a) from the date hereof
through the date six months following the Closing Date, the maximum Applicable
Percentage in the grid below, and (b) at all times after the date six months
following the Closing Date, the Applicable Percentage in effect at any time
shall be based on the ratio of Consolidated Funded Debt to Pro Forma EBITDA, and
determined by reference to the table below, based upon the Current Financials
and the related Compliance Certificate most recently received by the
Administrative Agent, effective as of the date received by the Administrative
Agent. If the Borrower fails to furnish to the Administrative Agent any
Financials or the related Compliance Certificate when required by this
Agreement, then the maximum Applicable Percentage shall apply from the date on
which such Financials and related Compliance Certificate were required to be
delivered until the Borrower furnishes such Financials and Compliance
Certificate to the Administrative Agent.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                  RATIO OF CONSOLIDATED FUNDED DEBT                                 APPLICABLE PERCENTAGE
                          TO PRO FORMA EBITDA
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>
Less than 3.00 to 1.00                                                                     0.250%
----------------------------------------------------------------------------------------------------------------------
Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00                           0.250%
----------------------------------------------------------------------------------------------------------------------
Greater than or equal to 3.50 to 1.00 and less than 4.50 to 1.00                           0.375%
----------------------------------------------------------------------------------------------------------------------
Greater than or equal to 4.50 to 1.00                                                      0.500%
----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   10
                                                                               4


         "ARCO ASSET ACQUISITION" means the acquisition by TCTM of the
outstanding limited liability company interests of the limited liability company
into which ARCO Pipe Line Company is to be converted (the "APL LLC"), in each
case, pursuant to the ARCO Asset Acquisition Agreement, and the subsequent (i)
name change of each of APL LLC and its Subsidiary, (ii) formation and
capitalization of a limited liability company by TCTM (the "GP LLC"), (iii)
distribution by each direct Subsidiary of TCTM to TCTM of a 0.01% interest in
each of its Subsidiaries, (iv) the capital contribution by TCTM to GP LLC of (a)
each 0.01% interest distributed to TCTM by its direct Subsidiaries and (b) a
0.01% interest in each of its direct Subsidiaries, and (v) the conversion of
each Subsidiary of TCTM, other than GP LLC, to a limited partnership, the sole
limited partner of which will be TCTM and the sole general partner of which will
be GP LLC.

         "ARCO ASSET ACQUISITION AGREEMENT" means that certain Amended and
Restated Purchase Agreement, dated as of May 10, 2000, between Atlantic
Richfield Company and Texas Eastern, as amended and modified from time to time.

         "ASSET DISPOSITION" means, with respect to the Borrower or any
Significant Affiliate, any sale, transfer, conveyance, lease or other
disposition (including by way of merger, consolidation or sale-leaseback, but
excluding any statutory conversion) by the Borrower or such Significant
Affiliate to any other Person (other than by any Person to the Borrower or a
Guarantor or by a Significant Affiliate to any other Significant Affiliate) of
any assets of the Borrower or such Significant Affiliate (including, without
limitation, any Equity Interests owned by the Borrower or such Significant
Affiliate). The term "Asset Disposition" shall not include (i) dispositions of
inventory in the ordinary course of business, (ii) dispositions of other assets
in the ordinary course of business having a Diluted Value of not more than $25
million in the aggregate during any fiscal year of the Borrower, (iii)
dispositions of assets the proceeds of which are reinvested in other assets used
by or useful to the Borrower or such Significant Affiliate in conducting its
customary business if (A) a binding purchase, subscription or similar agreement
relating to such reinvestment is entered into within 180 days after the receipt
of all or substantially all of the cash proceeds from the disposition of such
assets and (B) the Net Cash Proceeds from such disposition are so reinvested
within one year after the receipt of such cash proceeds, (iv) the grant of a
Lien by the Borrower or any Significant Affiliate in any assets securing a
borrowing by, or contractual performance obligation of, the Borrower or such
Significant Affiliate, (v) the transactions contemplated by the Aerie Leases,
(vi) dispositions of Equity Interests in connection with directors' qualifying
shares or comparable Equity Interests, (vii) dispositions consisting of leases
of assets entered into where the Borrower or any Significant Affiliate is the
lessor and the Person that is the lessee has no option to purchase such assets
for less than Fair Market Value and (viii) dispositions described in Section
9.9(d).

         "ASSIGNEE" is defined in Section 14.10(d).

         "ASSIGNMENT" is defined in Section 14.10(d).

<PAGE>   11
                                                                               5


         "BASE RATE" means, for any day, the greater of (a) the annual interest
rate most recently announced by the Administrative Agent as its prime lending
rate (which may not necessarily represent the lowest or best rate actually
charged to any customer, as the Administrative Agent may make commercial loans
or other loans at interest rates higher or lower than that prime lending rate)
in effect at its principal office in Atlanta, Georgia, which rate may
automatically increase or decrease without notice to the Borrower or any other
Person, and (b) the sum of the Fed Funds Rate plus 0.5%.

         "BASE RATE BORROWING" means a Borrowing bearing interest at the sum of
the Base Rate plus the Applicable Margin.

         "BORROWER" is defined in the preamble to this Agreement.

         "BORROWING" means a Term Borrowing or a Revolving Borrowing.

         "BORROWING DATE" is defined in Section 2.3(a).

         "BORROWING REQUEST" means a request pursuant to Section 2.3(a),
substantially in the form of Exhibit C-1.

         "BUSINESS DAY" means (a) for purposes of any LIBOR Rate Borrowing, a
day on which commercial banks are open for international business in London,
England, and (b) for all other purposes, any day other than Saturday, Sunday,
and any other day on which commercial banks are authorized by Legal Requirement
to be closed in Georgia or New York.

         "CASH COLLATERAL ACCOUNT" is defined in Section 12.1(c).

         "CAPITAL LEASE" means any capital lease or sublease that is required by
GAAP to be capitalized on a balance sheet.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, 42 U.S.C. Section Section 9601 et seq.

         "CLOSING DATE" means the date agreed to by the Borrower and the
Administrative Agent for the initial Extension of Credit under this Agreement,
which must be a Business Day occurring no later than December 31, 2000, but not
before all of the conditions precedent in this Agreement for such Extension of
Credit have been satisfied.

         "CLOSING PROJECTIONS" means the pro forma balance sheet of the Borrower
and its consolidated Subsidiaries as of the Closing Date, after giving effect to
the ARCO Asset Acquisition, and projected financial statements of the Borrower
and its consolidated Subsidiaries for each of the fiscal years 2000 through (and
including) 2003, and the assumptions and variables therein reflected. The
Closing Projections shall be based upon assumptions and variables reasonably
acceptable to the Lenders and shall be in such detail as the Lenders shall
request (including projections of compliance by the Borrower with the financial
covenants set forth in Article X for each fiscal year of the Borrower covered by
the Closing Projections).

<PAGE>   12
                                                                               6


         "COMMITMENT" means, as the context may require and at any time and for
any Lender, either (a) the sum of the amount of such Lender's Revolving
Commitment and such Lender's Term Commitment, or (b) the commitment of such
Lender hereunder to extend credit to the Borrower in the form of Borrowings.

         "COMMITMENT INCREASE" is defined in Section 2.7(a).

         "COMMITMENT PERCENTAGE" means, for any Lender and at any time, the
proportion (stated as a percentage) that its Commitment bears to the total
Commitments of all the Lenders.

         "COMPANIES" means, at any time, the Borrower and each of its
Subsidiaries.

         "COMPLETION DATE" means, in respect of the FINA/BASF Project, the date
on which all of the "Completion Standards" set forth in Exhibit 2.1 to the
Services Agreement have been satisfied.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of Exhibit C-4 and signed by a Responsible Officer on behalf of the Borrower.

         "CONSOLIDATED EBITDA" means EBITDA of the Borrower and its consolidated
Subsidiaries.

         "CONSOLIDATED FUNDED DEBT" means Funded Debt of the Borrower and its
consolidated Subsidiaries, other than Permitted Non-Recourse Debt of such
Subsidiaries.

         "CONSOLIDATED NET WORTH" means as at any date total partners' capital
of the Borrower and its consolidated Subsidiaries as at such date, excluding the
effects of any write-ups of assets after December 31, 1999, determined in
accordance with GAAP. The effect of any increase or decrease in net worth in any
period as a result of (i) items of income or loss not reflected in the
determination of net income but reflected in the determination of comprehensive
income, to the extent required by United States Financial Accounting Standards
Board Statement 130 or (ii) items of assets, liabilities, income or loss
reflected in the determination of the statement of financial position, to the
extent required by United States Financial Accounting Standards Board Statement
133, each as in effect from time to time, shall be excluded in determining
Consolidated Net Worth.

         "CONSTITUENT DOCUMENTS" means, for any Person, the documents for its
formation and organization, which, for example, (a) for a corporation are its
corporate charter and bylaws, (b) for a partnership is its partnership
agreement, (c) for a limited liability company are its certificate of
organization and regulations, and (d) for a trust is the trust agreement or
indenture under which it is created.

         "CONVERSION NOTICE" means a request pursuant to Section 3.10,
substantially in the form of Exhibit C-2.

<PAGE>   13
                                                                               7


         "CREDIT DOCUMENTS" means (a) this Agreement, all certificates and
reports delivered by or on behalf of any Company or the General Partner under
this Agreement and all exhibits and schedules to this Agreement, (b) all
agreements, documents and instruments in favor of the Administrative Agent, the
LC Issuing Bank or the Lenders (or the Administrative Agent on behalf of the LC
Issuing Bank or the Lenders) delivered by or on behalf of any Company or the
General Partner in connection with or under this Agreement or otherwise
delivered by or on behalf of any Company or the General Partner in connection
with all or any part of the Obligations, and (c) all renewals, extensions and
restatements of, and amendments and supplements to, any of the foregoing.

         "CURRENT FINANCIALS" means, unless otherwise specified, either (a) the
Borrower's consolidated Financials for the year ended December 31, 1999, or (b)
at any time after annual Financials are first delivered under Section 8.1, the
Borrower's annual Financials then most recently delivered to the Lenders under
Section 8.1(a), together with the Borrower's quarterly Financials then most
recently delivered to the Lenders under Section 8.1(b).

         "DEBT" means, for any Person, at any time and without duplication, the
sum of the following obligations of such Person and its consolidated
Subsidiaries: (a) all Funded Debt, (b) all obligations arising under acceptance
facilities or facilities for the discount or sale of accounts receivable, (c)
all direct or contingent obligations in respect of letters of credit, (d) all
obligations under each Hedging Agreement giving rise to a Hedging Exposure of
$10,000,000 or more, and (e) all guaranties, endorsements and other contingent
obligations in respect of obligations of other Persons or entities of the nature
described in clauses (a) through (d) above.

         "DEBTOR LAWS" means the Bankruptcy Code of the United States of America
and all other applicable liquidation, conservatorship, bankruptcy, moratorium,
rearrangement, receivership, insolvency, re-organization, suspension of payments
or similar Legal Requirements affecting creditors' Rights.

         "DEFAULT PERCENTAGE" means, for any Lender and at any time, the
proportion (stated as a percentage) that the aggregate principal amount of
Borrowings owed to it bears to the aggregate principal amount of Borrowings owed
all the Lenders.

         "DEFAULT RATE" means, for any day, an annual interest rate equal from
day to day to the lesser of (a) the sum of the rate of interest applicable to
Base Rate Borrowings under the Term Facility, until all Term Borrowings are paid
in full, and thereafter, under the Revolving Facility, plus, in either case, 2%,
and (b) the Maximum Rate.

         "DILUTED VALUE" means, with respect to any assets of the Borrower, the
Fair Market Value of such assets, and, with respect to any assets of any other
Person, the Fair Market Value of such assets multiplied by the percentage of the
Equity Interests held directly or indirectly by the Borrower in such Person.

         "DISTRIBUTION" means, with respect to any Equity Interests issued by a
Person (a) the retirement, redemption, purchase or other acquisition for value
of those Equity Interests, (b) the declaration or payment of any dividend on or
with respect to those Equity Interests, (c) any

<PAGE>   14
                                                                               8


Investment by that Person in the holder of any of those Equity Interests, and
(d) any other payment by that Person with respect to those Equity Interests.

         "EBITDA" means, for any Person and its consolidated Subsidiaries and
for any period, the sum of, without duplication, (i) Net Income of such Person
and its consolidated Subsidiaries (other than any Excluded Subsidiary of such
Person) for such period plus (ii) to the extent actually deducted in determining
Net Income of such Person and its consolidated Subsidiaries for such period,
Interest Expense, Tax Expense, depreciation and amortization, in each case, of
such Person and its consolidated Subsidiaries (other than any Excluded
Subsidiary of such Person) for such period.

         "EMPLOYEE PLAN" means any employee pension benefit plan covered by
Title IV of ERISA and established or maintained by any Company or any ERISA
Affiliate (other than a Multiemployer Plan).

         "ENVIRONMENTAL LAW" means any applicable Legal Requirement that relates
to protection of the environment or to the regulation of any Hazardous
Substances, including CERCLA, the Hazardous Materials Transportation Act (49
U.S.C. Section 1801 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. Section 6901 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et
seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.), the Federal Insecticide,
Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the Emergency
Planning and Community Right-to-Know Act (42 U.S.C. Section 11001 et seq.), the
Safe Drinking Water Act (42 U.S.C. Section 201 and Section 300f et seq.), the
Rivers and Harbors Act (33 U.S.C. Section 401 et seq.), the Oil Pollution Act
(33 U.S.C. Section 2701 et seq.), analogous state and local Legal Requirements,
and any analogous future enacted or adopted Legal Requirement.

         "ENVIRONMENTAL LIABILITY" means any liability, loss, fine, penalty,
charge, lien, damage, cost or expense of any kind to the extent that it results
(a) from the violation of any Environmental Law, (b) from the Release or
threatened Release of any Hazardous Substance, or (c) from actual or threatened
damages to natural resources.

         "ENVIRONMENTAL PERMIT" means any permit or license from any Person
defined in clause (a) of the definition of Governmental Authority that is
required under any Environmental Law for the lawful conduct of any business,
process or other activity.

         "EQUITY EVENT" means (a) the contribution in cash of capital (x) to the
Borrower by any Person or (y) to any Significant Affiliate (other than any
Excluded Affiliate) by any Person other than the Borrower or a Wholly-Owned
Subsidiary of the Borrower, or (b) any issuance of Equity Interests (x) by the
Borrower to any Person or (y) by any Significant Affiliate (other than any
Excluded Affiliate) to any Person other than the Borrower or a Wholly-Owned
Subsidiary of the Borrower.

         "EQUITY INTERESTS" means, (a) with respect to a corporation, shares of
capital stock of such corporation or any other interest convertible or
exchangeable into any such interest, (b) with respect to a limited liability
company, a membership interest in such company, (c) with respect to

<PAGE>   15
                                                                               9


a partnership, a partnership interest in such partnership, and (d) with respect
to any other Person, an interest in such Person analogous to interests described
in clauses (a) through (c).

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

         "ERISA AFFILIATE" means any Person that, for purposes of Title IV of
ERISA, is a member of any Company's controlled group or is under common control
with any Company within the meaning of Section 414 of the IRC.

         "EVENT OF DEFAULT" is defined in Article 11.

         "EXCHANGE AGREEMENT" means the Exchange Agreement, dated as of April 7,
2000, among TE Products, TEPPCO Crude Pipeline and Aerie, pursuant to which each
of TE Products and TEPPCO Crude Pipeline will be issued certain preferred stock,
other Equity Interests and investor rights in exchange for its grant and lease
pursuant to the Aerie Lease to which it is a party, as amended and in effect
from time to time.

         "EXCLUDED AFFILIATE" means, for any Person (the "FIRST PERSON"), any
other Person (the "SECOND PERSON") in which the first Person owns Equity
Interests and where the second Person (a) has no Funded Debt other than
Permitted Non-Recourse Debt and (b) the sole purpose of which is to engage in
the acquisition, construction, development and/or operation activities financed
or refinanced with such Permitted Non-Recourse Debt.

         "EXCLUDED SUBSIDIARY" means any Subsidiary of the Borrower that is an
Excluded Affiliate.

         "EXTENSION OF CREDIT" means (a) the disbursement of the proceeds of any
Borrowing, (b) the issuance of a Letter of Credit or the amendment of any Letter
of Credit having the effect of extending the stated termination date thereof or
increasing the maximum amount available to be drawn thereunder or (c) the
funding of a participation in the unpaid reimbursement obligation of the
Borrower with respect to a payment made by the LC Issuing Bank under a Letter of
Credit (excluding any reimbursement obligation that has been repaid with the
proceeds of any Borrowing).

         "FAIR MARKET VALUE" means, with respect to any Equity Interest or other
property or asset, the price obtainable for such Equity Interest or other
property or asset in an arm's-length sale between an informed and willing
purchaser under no compulsion to purchase and an informed and willing seller
under no compulsion to sell.

         "FED FUNDS RATE" means, for any day, the annual rate (rounded upwards,
if necessary, to the nearest 0.01%) determined (which determination is
conclusive and binding, absent manifest error) by the Administrative Agent to be
equal to (a) the weighted average of the rates on overnight federal funds
transactions with member banks of the Federal Reserve System arranged by federal
funds brokers on that day (or, if such day is not a Business Day, then on the
immediately preceding Business Day), as published by the Federal Reserve Bank of
New York on the next Business Day, or (b) if those rates are not published for
any such day, the average of

<PAGE>   16
                                                                              10


the quotations at approximately 10:00 a.m. received by the Administrative Agent
from three federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "FINA/BASF CONTRACTS" means, in each case as amended and in effect from
time to time, collectively: (a) the Service Agreement; (b) the Call Option
Agreement, dated February 9, 1999, among TE Products, BASF Fina Petrochemicals
Limited Partnership, BASF Corporation and FINA Oil and Chemical Company; (c) the
Agreement between Owner and Contractor, dated February 4, 1999, between TE
Products and Eagleton Engineering Company; and (d) the Parent Company Guaranty,
dated February 4, 1999, between Babcock International Group PLC and TE Products.

         "FINA/BASF PROJECT" means the construction of pipelines by TE Products
from Mont Belvieu, Texas to Port Arthur, Texas.

         "FINANCIALS" of a Person means balance sheets, profit and loss
statements, reconciliations of capital and surplus and statements of cash flow
of such Person prepared (a) according to GAAP (subject to year-end audit
adjustments with respect to interim Financials) and (b) except as stated in
Section 1.4, in comparative form to prior year-end figures or corresponding
periods of the preceding fiscal year or other relevant period, as applicable.

         "FUNDED DEBT" means, for any Person at any time, and without
duplication, the sum of the following for such Person and its consolidated
Subsidiaries: (a) the unpaid principal amount or component of all obligations
for borrowed money, (b) the unpaid principal amount or component of all
obligations evidenced by bonds, debentures, notes or similar instruments, (c)
the unpaid principal amount or component of all obligations to pay the deferred
purchase price of property or services except trade accounts payable arising in
the ordinary course of business, (d) in respect of all obligations that are
secured (or for which the holder of any such obligation has an existing Right,
contingent or otherwise, to be so secured) by any Lien on property owned or
acquired by that Person, the lesser of (x) the unpaid amount of all of those
obligations from time to time outstanding and (y) the Fair Market Value of the
property securing all of those obligations, liabilities secured (or for which
the holder of such obligations has an existing Right, contingent or otherwise,
to be so secured) by any Lien existing on property owned or acquired by that
Person, (e) all Capital Lease obligations, (f) the unpaid principal amount or
component of all obligations under synthetic leases, and (g) the unpaid
principal amount or component of all guaranties, endorsements, and other
contingent obligations in respect of obligations of other Persons or entities of
the nature described in clauses (a) through (f) above.

         "FUNDING LOSS" means any loss, expense or reduction in yield (but not
any Applicable Margin) that (a) any Lender reasonably incurs because (i) the
Borrower fails or refuses (for any reason whatsoever other than a default by the
Administrative Agent or the Lender claiming that loss, expense or reduction in
yield) to take any Borrowing that it has requested under this Agreement, (ii)
the Borrower voluntarily or involuntarily prepays or pays any LIBOR Rate
Borrowing or converts any LIBOR Rate Borrowing to a Borrowing of another Type,
in each case, other than on the last day of the applicable Interest Period or
(b) SunTrust, in its capacity as

<PAGE>   17
                                                                              11


a Lender, reasonably incurs because it assigns pursuant to Section 14.10(d) any
LIBOR Rate Borrowing other than on the last day of the Interest Period
applicable to such LIBOR Rate Borrowing, or any Lender reasonably incurs because
it assigns pursuant to Sections 2.7(c) and 14.10(d) in connection with a
Commitment Increase, any LIBOR Rate Borrowing other than on the last day of the
Interest Period applicable to such LIBOR Rate Borrowing. The amount of any
Funding Loss shall be determined by the relevant Lender to be the excess, if
any, of (A) the amount of interest that would have accrued on the principal
amount of such Borrowing had such event not occurred, at the LIBOR Rate, for the
period from the date of such event to the last day of the then current Interest
Period (or, in the case of a failure to borrow, convert or continue, for the
period that would have been the Interest Period for that Borrowing), over (B)
the amount of interest that would accrue on such principal amount for such
period at the interest rate that such Lender would bid (were it to bid), at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the London interbank market.

         "GAAP" means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board that are applicable from time to time.

         "GENERAL PARTNER" means Texas Eastern or any other Person that serves
as the general partner of the Borrower without causing the occurrence of a
Potential Default or an Event of Default under Section 11.7(b).

         "GOVERNMENTAL AUTHORITY" means any (a) local, state, territorial,
federal or foreign judicial, executive, regulatory, administrative, legislative
or governmental agency, board, bureau, commission, department or other
instrumentality, (b) private arbitration board or panel or (c) central bank.

         "GUARANTOR" means each Person delivering a Guaranty as required by
Article 6.

         "GUARANTY" means a guaranty substantially in the form of Exhibit B.

         "HAZARDOUS SUBSTANCE" means any substance that is designated, defined,
classified or regulated as a hazardous waste, hazardous material, pollutant,
contaminant, explosive, corrosive, flammable, infectious, carcinogenic,
mutagenic, radioactive or toxic or hazardous substance under any Environmental
Law, including, without limitation, any hazardous substance within the meaning
of Section 101(14) of CERCLA.

         "HEDGING AGREEMENT" means, for any Person, any agreement, document or
instrument (whether master or single), providing for, or constituting an
agreement to enter into (a) commodity hedges in the normal course of business in
accordance with practices of that Person for hedging material purchases, (b) an
arrangement for foreign currency exchange protection, (c) a Rate Protection
Arrangement or (d) interest rate hedging products involving payment premium for
which that Person has no future liability, in each case as amended and in effect
from time to time.

<PAGE>   18
                                                                              12


         "HEDGING EXPOSURE" means at any time (a) for a Rate Protection
Arrangement, the related Rate Protection Exposure, and (b) for any other Hedging
Agreement, the amount, if any, that would be payable to the counterparty to that
Hedging Agreement if it were terminated at that time.

         "INTEREST EXPENSE" means, for any Person and its consolidated
Subsidiaries and for any period, all interest expense (including all
amortization of debt discount and expenses and reported interest) on all Funded
Debt of such Person and its consolidated Subsidiaries during such period.

         "INTEREST PERIOD" is defined in Section 3.9.

         "INVESTMENT" means, in respect of any Person, any loan, advance,
extension of credit or capital contribution to that Person, any other investment
in that Person, or any purchase or commitment to purchase any Equity Interest or
Debt issued by that Person or substantially all of the assets or a division or
other business unit of that Person. The term "Investment", however, does not
include any extension of trade debt in the ordinary course of business or, as a
result of collection efforts, the receipt of any equity in or property of a
Person.

         "IRC" means the Internal Revenue Code of 1986.

         "LC FEE" is defined in Section 4.3.

         "LC ISSUING BANK" is defined in the preamble to this Agreement.

         "LC OUTSTANDINGS" means, on any date of determination, the sum of the
undrawn stated amounts of all Letters of Credit that are outstanding on such
date plus the aggregate principal amount of all unpaid reimbursement obligations
of the Borrower on such date with respect to payments made by the LC Issuing
Bank under Letters of Credit (excluding reimbursement obligations that have been
repaid with the proceeds of any Borrowing).

         "LEGAL REQUIREMENTS" means all applicable statutes, laws, treaties,
ordinances, rules, regulations, orders, writs, injunctions, decrees, judgments,
opinions and interpretations of any Governmental Authority.

         "LENDER" means (a) each financial institution (including, without
limitation, SunTrust, in its capacity as a Lender, in respect of its Commitment)
initially named on Schedule 2, (b) each Assignee pursuant to Section 14.10(d)
and (c) each Additional Lender.

         "LETTER OF CREDIT" means letters of credit issued by the LC Issuing
Bank pursuant to Section 2.6.

         "LIBOR RATE" means, for a LIBOR Rate Borrowing and its Interest Period,
the quotient of (a) the annual interest rate for deposits in United States
dollars of amounts equal or comparable to the principal amount of that LIBOR
Rate Borrowing offered for a term comparable to that Interest Period, which rate
appears on the Telerate Page 3750 as of 11:00 a.m.

<PAGE>   19
                                                                              13


(London, England time) two Business Days before the beginning of that Interest
Period or, if no such offered rates appear on such page, then the rate used for
that Interest Period shall be the arithmetic average (rounded upwards, if
necessary, to the next higher 0.001%) of the rates offered to the Administrative
Agent by not less than two major banks in New York, New York at approximately
10:00 a.m. (Atlanta, Georgia time) two Business Days before the beginning of
that Interest Period for deposits in United States dollars in the London
interbank market of the principal amount of that LIBOR Rate Borrowing offered
for a term comparable to that Interest Period, divided by (b) a number equal to
1.00 minus the LIBOR Reserve Percentage. The rate so determined in accordance
herewith shall be rounded upwards to the nearest multiple of 0.001%, and the
term "Telerate Page 3750" means the display designated as "Page 3750" on the Dow
Jones Markets Service, Inc. (or such other page as may replace Page 3750 on that
service or another service as may be nominated by the British Bankers'
Association as the information vendor for the purpose of displaying British
Bankers' Association Interest Settlement Rates for United States dollars).

         "LIBOR RATE BORROWING" means a Borrowing bearing interest at the sum of
the LIBOR Rate plus the Applicable Margin.

         "LIBOR RESERVE PERCENTAGE" means, for any Interest Period with respect
to a LIBOR Rate Borrowing, the reserve percentage applicable to that Interest
Period (or, if more than one such percentage shall be so applicable, then the
daily average of such percentages for those days in that Interest Period during
which any such percentage shall be applicable) under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including any
emergency, supplemental or other marginal reserve requirement) for the Lenders
with respect to liabilities or assets consisting of or including "eurocurrency
liabilities" (as defined in Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time) having a term equal to
that Interest Period.

         "LIEN" means any lien, mortgage, security interest, pledge, assignment,
charge, title retention agreement or encumbrance of any kind and any other
arrangement for a creditor's claim to be satisfied from assets or proceeds prior
to the claims of other creditors or the owners (other than title of the lessor
under an operating lease).

         "LITIGATION" means any action by or before any Governmental Authority.

         "MAINTENANCE CAPITAL EXPENDITURES" means, for any Person and its
consolidated Subsidiaries and for any period, all expenditures of such Person
and its consolidated Subsidiaries during such period for the maintenance or
repair of capital assets, determined in accordance with GAAP.

         "MARGIN REGULATIONS" means Regulations T, U and X of the Board of
Governors of the Federal Reserve System, as amended.

         "MATERIAL ADVERSE EVENT" means any circumstance or event that,
individually or collectively, is, or is reasonably expected to result in, any
(a) material impairment of (i) the

<PAGE>   20
                                                                              14


ability of the Borrower or any other Company to perform any of their respective
payment or other material obligations under any Credit Document, or (ii) the
ability of the Administrative Agent, the LC Issuing Bank or any Lender to
enforce any of those obligations or any of their respective Rights under the
Credit Documents (other than as a result of its own act or omission), (b)
material and adverse effect on the financial condition of the Borrower and its
Subsidiaries, taken as a whole, as represented to the Lenders in the Current
Financials most recently delivered before the date of this Agreement or the
Closing Projections, or (c) Event of Default or Potential Default.

         "MAXIMUM AMOUNT" and "MAXIMUM RATE" respectively mean, for any Lender,
the maximum non-usurious amount and the maximum non-usurious rate of interest
that, under applicable Legal Requirement, that such Lender is permitted to
contract for, charge, take, reserve or receive on the Obligations.

         "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the IRC to which any Company
or any ERISA Affiliate is making, or has made, or is accruing, or has accrued,
an obligation to make contributions.

         "NET CASH PROCEEDS" means, with respect to any Asset Disposition,
Recovery Event, Equity Event or Additional Debt (each, for purposes of this
definition, a "TRANSACTION"), the aggregate amount of cash received, as the case
may be, by (x) the Borrower or (y) any Significant Affiliate and legally
available (subject as well to any fiduciary obligation to which the Borrower or
any Significant Affiliate may be subject) to be distributed to the Borrower in
the form of dividends or distributions in connection with such transaction
after, in each case, deducting therefrom (i) payments made in respect of any
Funded Debt to the extent that such payments are required to be made (other than
under the Credit Documents but subject to Section 9.2(b)(ii)) as a result of or
in connection with such transaction by applicable law or the terms of any
contractual agreement relating to such Funded Debt, (ii) customary transaction
costs (which in the case of any Recovery Event may include litigation costs and
expenses and other costs and expenses of collecting payments and settlements
therefrom) that are paid or reserved for payment (A) to a Person that is not an
Affiliate of the Borrower or (B) to the Borrower or an Affiliate of the Borrower
to reimburse such Person for payments made by such Person to another Person that
is not the Borrower or an Affiliate of the Borrower in respect of such
transaction costs, (iii) the amount of taxes paid or reserved for payment by the
Borrower or such Significant Affiliate in connection with or as a result of such
transaction and (iv) any Reinvestment Amount.

         "NET INCOME" means, for any Person and its consolidated Subsidiaries
and for any period, the profit or loss of such Person and its consolidated
Subsidiaries for such period after deducting all operating expenses, provision
for Taxes and reserves (including reserves for deferred income Taxes), and all
other deductions calculated, in each case, in accordance with GAAP, but
excluding (a) extraordinary items, and (b) the profit or loss of any Subsidiary
accrued before the date that (i) it becomes a Subsidiary of such Person, (ii) it
is merged with such Person or any of its Subsidiaries, or (iii) its assets are
acquired by such Person of any of its Subsidiaries.

<PAGE>   21
                                                                              15


         "NON-RECOURSE" means, with respect to any Person as applied to any
Funded Debt (or portion thereof), (a) that such Person is not directly or
indirectly liable to make any payments with respect to such Funded Debt (or
portion thereof), other than payments deemed made by or on behalf of such Person
as a result of any realization on assets that were pledged to secure such Funded
Debt and that consist of such Person's Equity Interests in the Person primarily
incurring such Funded Debt (or any shareholder, partner, member or participant
of such Person), (b) that such Funded Debt (or portion thereof) does not
constitute Funded Debt of such Person other than to the extent of recourse to
such Person's Equity Interests in the Person primarily incurring such Debt (or
any shareholder, partner, member or participant of such Person) and that (c)
such Funded Debt (or portion thereof) is not secured by a Lien on any asset of
such Person other than such Person's Equity Interests in the Person primarily
incurring such Funded Debt or any shareholder, partner, member, participant or
other owner, directly or indirectly, of such Person or the Person the
obligations of which were guaranteed.

         "NOTES" means the Revolving Notes and Term Notes.

         "OBLIGATIONS" means all present and future (a) Debts, liabilities and
obligations of the Borrower to the Administrative Agent, the LC Issuing Bank or
any Lender that arise under any Credit Document, whether for principal,
interest, fees, costs, attorneys' fees or otherwise, (b) Rate Protection
Exposure of any Rate Protection Party that is a Lender or an Affiliate (with
which the Borrower has contractually entered into that Hedging Agreement in
connection with this Agreement) of a Lender, and (c) renewals, extensions and
modifications of any of the foregoing.

         "OSHA" means the Occupational Safety and Health Act of 1970, 29 U.S.C.
Section 651 et seq.

         "OUTSTANDING CREDITS" means, on any date of determination, an amount
equal to the sum of (a) the aggregate principal amount of all Borrowings
outstanding on such date plus (b) the LC Outstandings on such date.

         "PARTICIPANT" is defined in Section 14.10(c).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERMITTED DEBT" is defined in Section 9.1.

         "PERMITTED INVESTMENT" is defined in Section 9.7.

         "PERMITTED LIENS" is defined in Section 9.3.

         "PERMITTED NON-RECOURSE DEBT" means Funded Debt of any Person (other
than the Borrower) that is Non-Recourse to any Company or Significant Affiliate
other than such Person and is used by such Person (i) to acquire, construct,
develop and/or operate assets not owned by any Company as of the date hereof or
(ii) to finance the acquisition of the Service Agreement.

<PAGE>   22
                                                                              16


         "PERSON" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or a Governmental Authority.

         "POTENTIAL DEFAULT" means any event, occurrence or circumstance, the
existence of which upon any required notice, time lapse, or both, would become
an Event of Default.

         "PREDECESSOR" means any Person for whose obligations and liabilities
any Company is reasonably expected to be liable as the result of any merger, de
facto merger, stock purchase, asset purchase or divestiture, combination, joint
venture, investment, reclassification or other similar business transaction.

         "PRO FORMA EBITDA" means, for any fiscal period of the Borrower, the
sum of Consolidated EBITDA for such period plus, to the extent not already
reflected in Consolidated EBITDA for such period, EBITDA for such period of any
other Person or all or substantially all of the business or assets of any other
Person or operating division or business unit of any other Person acquired in an
Acquisition during such period.

         "RATE PROTECTION ARRANGEMENT" means any interest rate swap, cap, collar
or similar arrangement.

         "RATE PROTECTION EXPOSURE" means, for any Rate Protection Arrangement
and at any time, the amount, if any, that would be payable to the Rate
Protection Party in that Rate Protection Arrangement for any "agreement value"
as though that Rate Protection Arrangement were terminated at that time, in each
case (a) calculated as provided in the International Swap Dealers Association
Inc. Code of Standard Wording, Assumptions and Provisions for SWAPS in effect on
the date such arrangement is entered into, and (b) determined by the
Administrative Agent in good faith in reliance upon any information (including
any information provided by the Rate Protection Party) that the Administrative
Agent believes (with no obligation to verify accuracy) to be accurate.

         "RATE PROTECTION PARTY" means, at any time, any party that has entered
into a Rate Protection Arrangement with the Borrower.

         "REAL PROPERTY" means any land, buildings, fixtures and other
improvements to land now or in the future directly or indirectly owned by any
Company, leased to or otherwise operated by any Company or subleased by any
Company to any other Person.

         "RECOVERY EVENT" means any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any property or asset of the Borrower or any Significant Affiliate, the Diluted
Value of which settlement or payment, when added to the Diluted Value of all
such settlements and payments in any fiscal year of the Borrower exceeds $25
million, provided, however, that for purposes of this definition, "Recovery
Event" shall not include any settlement or payment that such Person is
contesting diligently and in good faith.

<PAGE>   23
                                                                              17


         "REINVESTMENT AMOUNT" means, with respect to any Recovery Event, the
amount of cash received by the Borrower or any Significant Affiliate that the
Borrower, by written notice delivered to the Administrative Agent on or prior to
the date 10 Business Days following receipt of such cash by the Borrower or such
Significant Affiliate, certifies will be reinvested, and within one year of
receipt of such cash is in fact reinvested, in assets to replace, restore or
refurbish the assets that were the subject of such Recovery Event.

         "RELEASE" means any "release" as defined under any Environmental Law.

         "REPRESENTATIVES" means officers, directors, employees, accountants,
attorneys and agents.

         "REQUEST FOR ISSUANCE" shall mean a request made pursuant to Section
2.6 in the form of Exhibit C-3.

         "REQUIRED HEDGING AGREEMENTS" means those Hedging Agreements between
the Borrower and a counterparty acceptable to the Administrative Agent
documenting interest rate hedging arrangements satisfactory to the
Administrative Agent in the form delivered to the Administrative Agent pursuant
to Article V.

         "REQUIRED LENDERS" means any combination of the Lenders holding
(directly or indirectly) at least (a) 66-2/3% of the total Term Commitments and
66-2/3% of the total Revolving Commitments, if there are no Borrowings
outstanding, (b) 66-2/3% of the sum of (i) the total unused Commitments plus
(ii) the aggregate principal amount of all Outstanding Credits, if there are any
Borrowings or Letters of Credit outstanding and the maturity of the Obligations
has not been accelerated and the Commitments have not been terminated under
Section 12.1(a) or (b), as the case may be, and (c) 66-2/3% of the aggregate
principal amount of all Outstanding Credits if there are any Borrowings or
Letters of Credit outstanding and the maturity of the Obligations has been
accelerated or the Commitments have been terminated under Section 12.1(a) or
(b), as the case may be.

         "RESPONSIBLE OFFICER" means the chairman, president, vice president,
chief executive officer, chief financial officer, treasurer, corporate
secretary, member or manager of the General Partner or Person of comparable
authority.

         "REVOLVING FACILITY" is defined in the recitals to this Agreement.

         "REVOLVING BORROWING" means any amount disbursed to or on behalf of the
Borrower by one of more Lenders under Section 2.2 pursuant to the procedures
specified in Section 2.3, either as an original disbursement of funds, a
renewal, extension or continuation of an amount outstanding.

         "REVOLVING COMMITMENT" means, as the context may require and at any
time and for any Lender, either (a) the amount stated beside that Lender's name
under the column captioned "Revolving Commitment" on the most recently amended
Schedule 2 (which amount is subject to

<PAGE>   24
                                                                              18


reduction and cancellation as provided in this Agreement), or (b) the commitment
of such Lender hereunder to extend credit to the Borrower in the form of
Revolving Borrowings.

         "REVOLVING COMMITMENT PERCENTAGE" means, for any Lender and at any
time, the proportion (stated as a percentage) that its Revolving Commitment
bears to the total Revolving Commitments of all the Lenders.

         "REVOLVING FACILITY" is defined in the recitals of this Agreement.

         "REVOLVING LOAN TERMINATION DATE" means the earlier of (a) the Stated
Revolving Termination Date and (b) the effective date on which the Revolving
Commitments are fully canceled or terminated.

         "REVOLVING NOTE" means one of the promissory notes substantially in the
form of Exhibit A-2 .

         "RIGHTS" means rights, remedies, powers, privileges and benefits.

         "SENIOR NOTES" means the 6.45% Senior Notes Due 2008 in the original
aggregate principal amount of $180,000,000 and the 7.51% Senior Notes Due 2028
in the original aggregate principal amount of $210,000,000, in each case issued
by TE Products under the Indenture dated as of January 27, 1998, between TE
Products and The Bank of New York, Trustee.

         "SERVICE AGREEMENT" means the Service and Transportation Agreement,
dated February 9, 1999, among TE Products, BASF Fina Petrochemicals Limited
Partnership, BASF Corporation and FINA Oil and Chemical Company, as amended and
in effect from time to time.

         "SIGNIFICANT AFFILIATE" means each Person (a) in which the Borrower's
direct and indirect Equity Interests in such Person and the Borrower's and its
Subsidiaries' advances to such Person constitute more than 10% of the total
assets of the Borrower and its consolidated Subsidiaries, (b) in which the
Borrower's and its Subsidiaries' share of the total assets (after intercompany
eliminations) of such Person exceed 10% of the total assets of the Borrower and
its consolidated Subsidiaries, or (c) in which the equity of the Borrower and
its Subsidiaries in the income from continuing operations of such Person before
income taxes, extraordinary items and cumulative effects of changes in
accounting principles exceed 10% of such income of the Borrower and its
consolidated Subsidiaries.

         "SIGNIFICANT SUBSIDIARY" means any Subsidiary of the Borrower that is a
Significant Affiliate.

         "SOLVENT" means, as to any Person, that (a) the aggregate fair market
value of its assets exceeds its liabilities, (b) it is able to pay its debts as
they mature, and (c) it does not have unreasonably small capital to conduct its
businesses.

<PAGE>   25
                                                                              19


         "STATED REVOLVING TERMINATION DATE" means the third anniversary of the
date of this Agreement.

         "STATED TERM TERMINATION DATE" means the date that is 18 months
following the date of this Agreement.

         "SUBSIDIARY" of any Person means any corporation, limited liability
company, general or limited partnership or other entity of which more than 50%
(in number of votes) of the Equity Interests is owned of record or beneficially,
directly or indirectly, by that Person.

         "SUNTRUST" is defined in the preamble to this Agreement.

         "TAXES" means, for any Person, taxes, assessments or other governmental
charges or levies imposed upon it, its income or any of its properties,
franchises or assets.

         "TAX EXPENSE" means, for any Person and its consolidated Subsidiaries
and for any period, the taxes on income of that Person and its consolidated
Subsidiaries accrued during that period.

         "TCTM" means TCTM, L.P., a Delaware limited partnership.

         "TE PRODUCTS" means TE Products Pipeline Company, Limited Partnership,
a Delaware limited partnership.

         "TE PRODUCTS CREDIT AGREEMENT" means the Credit Agreement, dated as of
May 17, 1999, as amended as of the date of this Agreement, among TE Products,
certain lenders, SunTrust Bank, Atlanta, as agent for such lenders, and certain
other agents for such lenders.

         "TEPPCO COLORADO" means TEPPCO Colorado, LLC, a Delaware limited
liability company.

         "TEPPCO COLORADO CREDIT AGREEMENT" means the Credit Agreement, dated as
of April 21, 1998, as amended as of the date of this Agreement, among TEPPCO
Colorado, certain lenders and SunTrust Bank, Atlanta, as agent for such lenders.

         "TEPPCO CRUDE" means TEPPCO Crude Oil, LLC, a Delaware limited
liability company.

         "TEPPCO CRUDE CREDIT AGREEMENT" means the Credit Agreement, dated as of
May 17, 1999, as amended as of the date of this Agreement, among TEPPCO Crude,
certain lenders, SunTrust Bank, Atlanta, as agent for those lenders, and certain
other agents for such lenders.

         "TEPPCO CRUDE PIPELINE" means TEPPCO Crude Pipeline, LLC, a Delaware
limited liability company.

         "TERM BORROWING" means any amount disbursed by one or more Lenders to
or on behalf of the Borrower under Section 2.1 pursuant to the procedures
specified in Section 2.3, either as

<PAGE>   26
                                                                              20


an original disbursement of funds, a renewal, extension or continuation of an
amount outstanding.

         "TERM COMMITMENT" means, as the context may require and at any time and
for any Lender, either (a) the amount stated beside that Lender's name under the
column captioned "Term Commitment" on the most recently amended Schedule 2
(which amount is subject to reduction and cancellation as provided in this
Agreement), or (b) the commitment of such Lender hereunder to extend credit to
the Borrower in the form of Term Borrowings.

         "TERM COMMITMENT PERCENTAGE" means, for any Lender and at any time, the
proportion (stated as a percentage) that its Term Commitment bears to the total
Term Commitments of all the Lenders.

         "TERM FACILITY" is defined in the recitals to this Agreement.

         "TERM LOAN TERMINATION DATE" means the earlier of (a) the Stated Term
Termination Date and (b) the effective date on which the Term Commitments are
fully canceled or terminated.

         "TERM NOTE" means one of the promissory notes substantially in the form
of Exhibit A-1.

         "TEXAS EASTERN" means Texas Eastern Products Pipeline Company, LLC, a
Delaware limited liability company.

         "TYPE" means any type of Borrowing determined with respect to the
applicable interest option.

         "WHOLLY-OWNED SUBSIDIARY" means any Subsidiary of a Person, all of the
issued and outstanding Equity Interests of which are directly or indirectly
owned by such Person, excluding (a) any general partner interests owned by the
General Partner in any such Subsidiary that is a partnership and (b) any
directors' qualifying shares or similar type of Equity Interests, as applicable.

         SECTION 1.2. TIME REFERENCES.

         Unless otherwise specified, in the Credit Documents: (a) time
references (e.g., 10:00 a.m.) are to time in Atlanta, Georgia, on the applicable
date, and (b) in calculating a period from one date to another, the word "from"
means "from and including" and the word "to" or "until" means "to but
excluding".

         SECTION 1.3. OTHER REFERENCES.

         Unless otherwise specified, in the Credit Documents: (a) where
appropriate, the singular includes the plural and vice versa , and words of any
gender include each other gender, (b) where appropriate, words include their
respective cognate expressions, (c) heading and caption references may not be
construed in interpreting provisions, (d) monetary references are to currency of
the United States of America, (e) section, paragraph, annex, schedule, exhibit
and

<PAGE>   27
                                                                              21


similar references are to the particular Credit Document in which they are used,
(f) references to "telecopy", "facsimile", "fax" or similar terms are to
facsimile or telecopy transmissions, (g) references to "including" (in its
various forms) mean including without limiting the generality of any description
preceding that word, (h) the rule of construction that references to general
items that follow references to specific items are limited to the same type or
character of those specific items is not applicable in the Credit Documents, (i)
references to "writing" include printing, typing, lithography and other means of
reproducing words in a tangible, visible form, (j) references to any Person
include that Person's heirs, personal representatives, successors, trustees,
receivers and permitted assigns, (k) references to any Legal Requirement include
every amendment or supplement to it, rule and regulation adopted under it and
successor or replacement for it, (l) references to any Governmental Authority
include any Person succeeding to its relevant function, (m) references to any
Credit Document or other document include (to the extent not prohibited by the
terms of the Credit Documents) every renewal and extension of it, amendment and
supplement to it and replacement or substitution for it, (n) the terms "assets"
or "property" in relation to any Person includes all asset, property and Equity
Interests owned, used or acquired, or to be owned, used or acquired, by such
Person, as the context may require, and (o) the "months" referred to in the
definitions of "Applicable Margin", "Applicable Percentage", and "Stated Term
Termination Date" shall mean the period that commences on the Closing Date and
ends on the numerically corresponding day in the next succeeding month, and each
successive period commencing on the last day of the preceding period and ending
on the numerically corresponding day of the next succeeding month, provided,
that if any such period begins on a day for which there is no numerically
corresponding day in the next succeeding month, than such period will end on the
last day of that month.

         SECTION 1.4. ACCOUNTING PRINCIPLES.

         Unless otherwise specified, in the Credit Documents: (a) GAAP
determines all accounting and financial terms and compliance with financial
covenants, (b) GAAP in effect on the date of this Agreement determines
compliance with financial covenants, (c) otherwise, all accounting principles
applied in a current period must be comparable in all material respects to those
applied during the preceding comparable period and (d) all financial terms and
compliance with reporting and financial covenants must be on a consolidated
basis, as applicable.

         SECTION 1.5. PROJECTIONS.

         Whenever in this Agreement projections or prospective computations of
compliance with Article X are to be made in respect of any prospective period,
or the prospective absence or occurrence of an Event of Default are to be
assessed in respect of any such prospective period, such determinations shall be
made in good faith on reasonable assumptions and the basis of (a) the actual
knowledge of the Borrower at such time and (b) the methodology used in preparing
the Closing Projections. Such assumptions, determinations or projections shall
include (unless consented to in writing by the Required Lenders):

                  (i) the absence of any prospective waivers or amendments to,
         or replacements or substitutions of, any Credit Documents, consents or
         approval of any Governmental

<PAGE>   28
                                                                              22


         Authority or material documents to which any Person is a party (except
         that the Borrower may assume renewal of any consents or approvals of
         any Governmental Authority in the normal course of business); and

                  (ii) projections of market interest rates, investment earnings
         and sales revenues on the basis of market conditions in effect on the
         date of preparation of such projections.

                                   ARTICLE II
                                 THE COMMITMENTS

         Each Lender severally but not jointly agrees to extend credit to the
Borrower under the Term Facility and under the Revolving Facility, and the LC
Issuing Bank agrees to issue Letters of Credit, in each case, in accordance with
the following provisions and subject to the other terms and conditions of the
Credit Documents.

         SECTION 2.1. TERM FACILITY.

         Each Borrowing under the Term Facility is subject to all of the
provisions in the Credit Documents, including: (a) Borrowings under the Term
Facility may occur only on the Closing Date; (b) the aggregate amount of Term
Borrowings may never exceed $75,000,000 and (c) the Borrower may not reborrow
any portion of the Term Facility once repaid or prepaid.

         SECTION 2.2. REVOLVING FACILITY.

         Each Borrowing under the Revolving Facility is subject to all of the
provisions in the Credit Documents, including the following: (a) each Revolving
Borrowing may occur only on a Business Day on or after the Closing Date and
before the Revolving Loan Termination Date; (b) the sum of aggregate principal
amount of Revolving Borrowings outstanding at any time plus the LC Outstandings
at such time may never exceed the Revolving Commitments at such time and (c) the
Outstanding Credits may never exceed the total Commitments at such time.

         SECTION 2.3. BORROWING PROCEDURE.

         The following procedures apply to Borrowings:

         (a) BORROWING REQUEST. The Borrower may request a Borrowing under the
Term Facility or Revolving Facility by making or delivering a Borrowing Request
to the Administrative Agent, which is irrevocable and binding on the Borrower,
stating whether such Borrowing is a Term Borrowing or a Revolving Borrowing and
the Type, amount, and Interest Period for each Borrowing and which must be
received by the Administrative Agent no later than (i) 10:00 a.m. on the third
Business Day before the date on which funds are requested (the "Borrowing Date")
for any LIBOR Rate Borrowing, or (ii) 11:00 a.m. on the Borrowing Date for any
Base Rate Borrowing. The Administrative Agent shall promptly on the day received
notify each Lender of any Borrowing Request. Each LIBOR Rate Borrowing must be
in the amount of $10,000,000 or an integral multiple of $1,000,000 in excess of
$10,000,000, and each Base Rate

<PAGE>   29
                                                                              23


Borrowing must be in the amount of $1,000,000 or an integral multiple of
$100,000 in excess of $1,000,000, or if less than $1,000,000, the total unused
Commitments.

         (b) FUNDING. Each Lender shall remit its Revolving Commitment
Percentage of each requested Revolving Borrowing and its Term Commitment
Percentage of each requested Term Borrowing to the Administrative Agent's
principal office in Atlanta, Georgia, in funds that are available for immediate
use by the Administrative Agent by 2:00 p.m. on the applicable Borrowing Date.
Subject to receipt of those funds, the Administrative Agent shall (unless to its
actual knowledge any of the applicable conditions precedent have not been
satisfied by the Borrower or waived by the requisite Lenders) make those funds
available to the Borrower by wiring the funds to or for the account of the
Borrower.

         (c) FUNDING ASSUMED. Absent contrary written notice from a Lender, the
Administrative Agent may assume that each Lender has made its Revolving
Commitment Percentage or Term Commitment Percentage, as the case may be, of the
requested Borrowing available to the Administrative Agent on the applicable
Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption (but shall not be required to), make available to the Borrower a
corresponding amount. If a Lender fails to make its Revolving Commitment
Percentage or Term Commitment Percentage, as the case may be, of any requested
Borrowing available to the Administrative Agent on the applicable Borrowing
Date, the Administrative Agent may recover the applicable amount on demand (i)
from that Lender together with interest, commencing on the Borrowing Date and
ending on (but excluding) the date the Administrative Agent recovers the amount
from that Lender, at an annual interest rate equal to the Fed Funds Rate, or
(ii) if that Lender fails to pay its amount upon demand, then from the Borrower,
together with interest at the rate applicable to that Borrowing. No Lender is
responsible for the failure of any other Lender to make its share of any
Borrowing available as required by Section 2.3(b); however, failure of any
Lender to make its share of any Borrowing so available does not excuse any other
Lender from making its share of any Borrowing so available.

         SECTION 2.4. EFFECT OF REQUESTS.

         Each Borrowing Request and Request for Issuance constitutes a
representation and warranty by the Borrower that as of the date of the requested
Extension of Credit all of the applicable conditions precedent in Article 5 have
been satisfied.

         SECTION 2.5. TERMINATION OF THE COMMITMENTS.

         (a) VOLUNTARY. The Borrower may, upon giving at least five Business
Days prior written and irrevocable notice to the Administrative Agent, terminate
all or part of the Revolving Commitments; provided, however, that any such
termination may not result in the aggregate Revolving Commitments being reduced
to an amount less than the LC Outstandings. Each partial termination under this
subsection (a) must be in an amount of not less than $5,000,000 or a greater
integral multiple of $1,000,000 and must be ratable in accordance with each
Lender's Revolving Commitment Percentage.

<PAGE>   30
                                                                              24


         (b) MANDATORY. On the date of any prepayment of Revolving Borrowings
(or cash collateralization of LC Outstandings) pursuant to Section 3.2(d)(ii),
the Revolving Commitments shall automatically reduce by an amount equal to such
prepayment (or cash collateralization).

         (c) TERM COMMITMENTS. Any unused portion of the Term Commitments will
expire on the Closing Date, after giving effect to all Term Borrowings to be
made on such date.

         (d) MISCELLANEOUS. At the time of any termination of the Revolving
Commitments under this Section 2.5, the Borrower shall pay to the Administrative
Agent, for the account of each Lender, as applicable, all accrued and unpaid
fees under this Agreement, the interest attributable to the amount of that
reduction, and any related Funding Loss. Any part of the Commitments that is
terminated may not be reinstated.

         SECTION 2.6. LETTERS OF CREDIT.

         (a) Subject to the terms and conditions hereof, each Letter of Credit
shall be issued (or the stated maturity thereof extended or terms thereof
modified or amended) on not less than three Business Days' prior notice thereof
by delivery of a Request for Issuance to the Administrative Agent (which shall
promptly distribute copies thereof to the Lenders) and the LC Issuing Bank. Each
Request for Issuance shall specify (i) the date (which shall be a Business Day)
of issuance of such Letter of Credit (or the date of effectiveness of such
extension, modification or amendment) and the stated expiry date thereof (which
shall be no later than the eighth Business Day preceding the Stated Revolving
Termination Date), (ii) the proposed stated amount of such Letter of Credit
(which shall not be less than $1,000,000), (iii) the name and address of the
beneficiary of such Letter of Credit and (iv) a statement of drawing conditions
applicable to such Letter of Credit, and if such Request for Issuance relates to
an amendment or modification of a Letter of Credit, it shall be accompanied by
the consent of the beneficiary of the Letter of Credit thereto. Each Request for
Issuance shall be irrevocable unless modified or rescinded by the Borrower not
less than two days prior to the proposed date of issuance (or effectiveness)
specified therein. Not later than 12:00 noon on the proposed date of issuance
(or effectiveness) specified in such Request for Issuance, and upon fulfillment
of the applicable conditions precedent and the other requirements set forth
herein, the LC Issuing Bank shall issue (or extend, amend or modify) such Letter
of Credit and provide notice and a copy thereof to the Administrative Agent,
which shall promptly furnish copies thereof to the Lenders.

         (b) No Letter of Credit shall be requested or issued hereunder if,
after the issuance thereof, (i) the sum of (A) the aggregate principal amount of
outstanding Revolving Borrowings and (B) the LC Outstandings would exceed the
Revolving Commitments; (ii) the aggregate undrawn stated amounts of all Letters
of Credit outstanding would exceed $20,000,000; or (iii) the Outstanding Credits
would exceed the total Commitments.

         (c) The Borrower hereby agrees to pay to the Administrative Agent for
the account of the LC Issuing Bank and, if they shall have purchased
participations in the reimbursement obligations of the Borrower pursuant to
subsection (d) below, the Lenders, on demand made by the LC Issuing Bank to the
Borrower, on and after each date on which the LC Issuing Bank shall pay any
amount under any Letter of Credit issued by the LC Issuing Bank, a sum equal to
the


<PAGE>   31
                                                                              25


amount so paid plus interest on such amount from the date so paid by the LC
Issuing Bank until repayment to the LC Issuing Bank in full at a fluctuating
interest rate per annum equal to the interest rate applicable to Base Rate
Borrowings under the Revolving Facility plus, if any amount paid by the LC
Issuing Bank under a Letter of Credit is not reimbursed by the Borrower within
three Business Days, 2%.

         (d) If the LC Issuing Bank shall not have been reimbursed in full for
any payment made by the LC Issuing Bank under a Letter of Credit issued by the
LC Issuing Bank on the date of such payment, the LC Issuing Bank shall give the
Administrative Agent and each Lender prompt notice thereof (an "LC PAYMENT
NOTICE") no later than 12:00 noon on the Business Day immediately succeeding the
date of such payment by the LC Issuing Bank. Each Lender severally agrees to
purchase a participation in the reimbursement obligation of the Borrower to the
LC Issuing Bank by paying to the Administrative Agent for the account of the LC
Issuing Bank an amount equal to such Lender's Revolving Commitment Percentage of
such unreimbursed amount paid by the LC Issuing Bank, plus interest on such
amount at a rate per annum equal to the Fed Funds Rate from the date of the
payment by the LC Issuing Bank to the date of payment to the LC Issuing Bank by
such Lender. Each such payment by a Lender shall be made not later than 3:00
P.M. on the later to occur of (i) the Business Day immediately following the
date of such payment by the LC Issuing Bank and (ii) the Business Day on which
Lender shall have received an LC Payment Notice from the LC Issuing Bank. Each
Lender's obligation to make each such payment to the Administrative Agent for
the account of the LC Issuing Bank shall be several and shall not be affected by
the occurrence or continuance of a Potential Default or Event of Default or the
failure of any other Lender to make any payment under this Section 2.6(d). Each
Lender further agrees that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever.

         (e) The failure of any Lender to make any payment to the Administrative
Agent for the account of the LC Issuing Bank in accordance with subsection (d)
above shall not relieve any other Lender of its obligation to make payment, but
no Lender shall be responsible for the failure of any other Lender. If any
Lender (a "non-performing Lender") shall fail to make any payment to the
Administrative Agent for the account of the LC Issuing Bank in accordance with
subsection (d) above within five Business Days after the LC Payment Notice
relating thereto, then, for so long as such failure shall continue, the LC
Issuing Bank shall be deemed, for purposes of Section 14.8 and Article XII
hereof, to be a Lender owed a Borrowing in an amount equal to the outstanding
principal amount due and payable by such non-performing Lender to the
Administrative Agent for the account of the LC Issuing Bank pursuant to
subsection (d) above. Any non-performing Lender and the Borrower (without
waiving any claim against such Lender for such Lender's failure to purchase a
participation in the reimbursement obligations of the Borrower under subsection
(d) above) severally agree to pay to the Administrative Agent for the account of
the LC Issuing Bank forthwith on demand such amount, together with interest
thereon for each day from the date such Lender would have purchased its
participation had it complied with the requirements of subsection (d) above
until the date such amount is paid to the Administrative Agent at (i) in the
case of the Borrower, the interest rate applicable at the time to Base Rate
Borrowings under the Revolving Facility and (ii) in the case of such Lender, the
Fed Funds Rate.

<PAGE>   32
                                                                              26


         (f) The payment obligations of each Lender under Section 2.6(d) and of
the Borrower under this Agreement in respect of any payment under any Letter of
Credit by the LC Issuing Bank shall be unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all
circumstances, including, without limitation, the following circumstances:

                  any lack of validity or enforceability of this Agreement, any
         other Credit Document or any other agreement or instrument relating
         thereto or to such Letter of Credit;

                  any amendment or waiver of, or any consent to departure from,
         the terms of this Agreement, any other Credit Document or such Letter
         of Credit;

                  the existence of any claim, set-off, defense or other right
         which the Borrower may have at any time against any beneficiary, or any
         transferee, of such Letter of Credit (or any Persons for whom any such
         beneficiary or any such transferee may be acting), the LC Issuing Bank,
         or any other Person, whether in connection with this Agreement, the
         transactions contemplated hereby, thereby or by such Letter of Credit,
         or any unrelated transaction;

                  any statement or any other document presented under such
         Letter of Credit proving to be forged, fraudulent, invalid or
         insufficient in any respect or any statement therein being untrue or
         inaccurate in any respect;

                  payment in good faith by the LC Issuing Bank under the Letter
         of Credit issued by the LC Issuing Bank against presentation of a draft
         or certificate that does not comply with the terms of such Letter of
         Credit; or

                  any other circumstance or happening whatsoever, whether or not
         similar to any of the foregoing.

         (g) The Borrower assumes all risks of the acts and omissions of any
beneficiary or transferee of any Letter of Credit. Neither the LC Issuing Bank,
the Lenders nor any of their respective officers, directors, employees, agents
or Affiliates shall be liable or responsible for (i) the use that may be made of
such Letter of Credit or any acts or omissions of any beneficiary or transferee
thereof in connection therewith; (ii) the validity, sufficiency or genuineness
of documents, or of any endorsement thereon, even if such documents should prove
to be in any or all respects invalid, insufficient, fraudulent or forged; (iii)
payment by the LC Issuing Bank against presentation of documents that do not
comply with the terms of such Letter of Credit, including failure of any
documents to bear any reference or adequate reference to such Letter of Credit;
or (iv) any other circumstances whatsoever in making or failing to make payment
under such Letter of Credit. Notwithstanding any provision to the contrary
contained in any Credit Document, the Borrower and each Lender shall have the
right to bring suit against the LC Issuing Bank, and the LC Issuing Bank shall
be liable to the Borrower and any Lender, to the extent of any direct, as
opposed to consequential, damages suffered by the Borrower or such Lender which
the Borrower or such Lender proves were caused by the LC Issuing Bank's willful
misconduct or

<PAGE>   33
                                                                              27


gross negligence, including, in the case of the Borrower, the LC Issuing Bank's
willful failure to make timely payment under such Letter of Credit following the
presentation to it by the beneficiary thereof of a draft and accompanying
certificate(s) that strictly comply with the terms and conditions of such Letter
of Credit. In furtherance and not in limitation of the foregoing, the LC Issuing
Bank may accept sight drafts and accompanying certificates presented under the
Letter of Credit issued by the LC Issuing Bank that appear on their face to be
in order, without responsibility for further investigation, regardless of any
notice or information to the contrary, and payment against such documents shall
not constitute willful misconduct or gross negligence by the LC Issuing Bank.
Notwithstanding the foregoing, no Lender shall be obligated to indemnify the
Borrower for damages caused by the LC Issuing Bank's willful misconduct or gross
negligence.

         SECTION 2.7. REVOLVING COMMITMENT INCREASE; ADDITIONAL LENDERS.

         (a) On any date after the Closing Date and following the repayment in
full of all Term Borrowings, the Borrower may increase the aggregate amount of
the Revolving Commitments by an amount not greater than $100,000,000 and to an
amount not to exceed $575,000,000 (any such increase, the "COMMITMENT INCREASE")
by designating either one or more of the existing Lenders (each of which, in its
sole discretion, may determine whether and to what degree to participate in such
Commitment Increase) or one or more other banks or other financial institutions
reasonably acceptable to the Administrative Agent and the LC Issuing Bank that
at the time agree, in the case of any such bank or financial institution that is
an existing Lender to increase its Revolving Commitment and, in the case of any
other such bank or financial institution (an "ADDITIONAL LENDER"), to become a
party to this Agreement. The sum of the increases in the Revolving Commitments
of the existing Lenders pursuant to this subsection (a) plus the Revolving
Commitments of the Additional Lenders upon giving effect to the Commitment
Increase shall not in the aggregate exceed the amount of the Commitment
Increase. The Borrower shall provide prompt notice of any proposed Commitment
Increase pursuant to this Section 2.7 to the Administrative Agent, which shall
promptly provide a copy of such notice to the Lenders and the LC Issuing Bank.

         (b) Any Commitment Increase shall become effective upon (i) the receipt
by the Administrative Agent of (A) an agreement in form and substance
satisfactory to the Administrative Agent signed by the Borrower, the LC Issuing
Bank, each existing Lender the Revolving Commitment of which is to be increased
and each Additional Lender, setting forth the new Revolving Commitments of each
such Lender and setting forth the agreement of each Additional Lender to become
a party to this Agreement and to be bound by all the terms and provisions hereof
and the other Credit Documents, together with new Revolving Notes for each
Additional Lender and each existing Lender that is increasing its Revolving
Commitment, in each case, payable to the order of such Lender in the amount of
such Lender's Revolving Commitment after giving effect to the Commitment
Increase, and (B) such evidence of appropriate corporate authorization on the
part of the Borrower with respect to the Commitment Increase and such opinions
of counsel for the Borrower with respect to the Commitment Increase as the
Administrative Agent may reasonably request, (ii) the consummation of the
Assignments described in subsection (c) below and (iii) receipt by the
Administrative Agent of a certificate

<PAGE>   34
                                                                              28


(the statements contained in which shall be true) of a Responsible Officer of
the Borrower stating that both before and after giving effect to such Commitment
Increase (A) no Event of Default or Potential Default has occurred and is
continuing, and (B) all representations and warranties made by each Company in
each Credit Document to which it is a party are true and correct in all material
respects (unless they speak to a specific date or are based on facts that have
changed by transactions contemplated or expressly permitted by this Agreement).

         (c) Upon the effective date of any Commitment Increase, each existing
Lender and each Additional Lender shall enter into one or more Assignments, and
pursuant thereto shall sell and/or purchase Rights under the Credit Documents to
the extent required to ensure that, upon giving effect to such Commitment
Increase and such Assignments, each Lender is owed Revolving Borrowings in an
amount equal to such Lender's Revolving Commitment Percentage of all Revolving
Borrowings.

                                  ARTICLE III
                                  PAYMENT TERMS

         SECTION 3.1. NOTES AND PAYMENTS.

         The Term Borrowings are evidenced by the Term Notes, one payable to
each Lender in the amount of its Term Commitment. The Revolving Borrowings are
evidenced by the Revolving Notes, one payable to each Lender in the amount of
its Revolving Commitment. The Borrower must make each payment and prepayment on
the Obligations to the Administrative Agent's principal office in Atlanta,
Georgia, in immediately available funds by 1:00 p.m. on the day due; otherwise,
but subject to Section 3.6, that portion of the Obligations in respect of which
such payment or prepayment was made shall continue to accrue interest until the
Business Day upon which such payment shall be received by the Administrative
Agent at the time and in the manner specified above. The Administrative Agent
shall promptly pay to each Lender the part of any payment or prepayment to which
that Lender is entitled under this Agreement on the same day the Administrative
Agent receives the funds from the Borrower. Unless the Administrative Agent has
received notice from the Borrower before the date on which any payment is due
under this Agreement that the Borrower will not make that payment in full, then
on the date that payment is due the Administrative Agent may assume that the
Borrower has made the full payment due and the Administrative Agent may, in
reliance upon that assumption, cause to be distributed to each Lender on that
date the amount then due to each Lender. If and to the extent the Borrower does
not make the full payment due to the Administrative Agent, each Lender shall
repay to the Administrative Agent on demand the amount distributed to that
Lender by the Administrative Agent together with interest for each day from the
date that Lender received payment from the Administrative Agent until the date
that Lender repays the Administrative Agent (unless such repayment is made on
the same day as such distribution), at an interest rate equal to the Fed Funds
Rate.

         SECTION 3.2. INTEREST AND PRINCIPAL PAYMENTS.

         (a) INTEREST. Accrued interest on each LIBOR Rate Borrowing shall be
due and payable on the last day of its Interest Period. If any Interest Period
for a LIBOR Rate Borrowing is

<PAGE>   35
                                                                              29


greater than three months, then accrued interest shall also be due and payable
on the date three months after the commencement of the Interest Period. Accrued
interest on the unpaid principal amount of each Base Rate Borrowing shall be due
and payable in arrears on the last day of each calendar month, commencing on the
first such date that follows the Closing Date, and on the date such Borrowing
becomes due and payable or is otherwise paid in full.

         (b) REVOLVING FACILITY PRINCIPAL. The principal amount of all Revolving
Borrowings shall be due and payable on the Revolving Loan Termination Date.

         (c) TERM FACILITY PRINCIPAL. The principal amount of all Term
Borrowings shall be due and payable on the Term Loan Termination Date.

         (d) PREPAYMENTS.

                  (i) The Borrower may, from time to time, by giving notice to
         the Administrative Agent no later than three Business Days before the
         date of the prepayment, prepay, without premium or penalty and in whole
         or part, the principal amount of any Borrowing so long as:

                           (A) the notice by the Borrower specifies the amount
                  and Borrowing to be prepaid,

                           (B) each voluntary partial prepayment must be in a
                  principal amount of not less than $1,000,000 (in the case of
                  Revolving Borrowings) or $10,000,000 (in the case of Term
                  Borrowings), or, in either case, a greater integral multiple
                  of $1,000,000, plus accrued interest on the amount prepaid to
                  the date of such prepayment, and

                           (C) the Borrower shall pay the Funding Loss, if any,
                  within 5 Business Days following an affected Lender's demand
                  and delivery to the Borrower of the certificate as provided in
                  Section 3.18. Conversions on the last day of Interest Period
                  pursuant to Section 3.10 are not prepayments.

                  (ii) The Borrower shall promptly notify the Administrative
         Agent upon the receipt of any Net Cash Proceeds and, at any time that
         Net Cash Proceeds received and not previously applied to any prepayment
         pursuant to this Section 3.2(d)(ii) shall equal or exceed $10,000,000,
         the Borrower shall prepay Borrowings, together with payment of any
         Funding Losses, and/or deposit funds in the Cash Collateral Account in
         respect of LC Outstandings pursuant to Section 12.1(d), as applicable,
         in an aggregate amount equal to 100% (without duplication) of the
         following amounts, with such prepayments to be applied as specified
         below:

                           (A) 100% of the Net Cash Proceeds of any Asset
                  Disposition or Recovery Event, to be applied to the Revolving
                  Borrowings and/or the cash collateralization of LC
                  Outstandings pursuant to Section 12.1(d);

<PAGE>   36
                                                                              30


                           (B) 100% of the Net Cash Proceeds of any Additional
                  Debt, to be applied to the Revolving Borrowings and/or the
                  cash collateralization of LC Outstandings pursuant to Section
                  12.1(d); and

                           (C) 100% of the Net Cash Proceeds of any Equity
                  Event, to be applied, to the Term Borrowings.

                  (iii) If at any time, the Outstanding Credits shall exceed the
         total Commitments, the Borrower shall forthwith prepay Borrowings, and,
         to the extent provided for by this Section 3.2(d)(iii), deposit funds
         in the Cash Collateral Account in respect of LC Outstandings pursuant
         to Section 12.1(d), in a principal amount equal to such excess (to be
         applied, first, to prepay all of the Term Borrowings and, second, to
         prepay all of the Revolving Borrowings and, third, to the cash
         collateralization of LC Outstandings pursuant to Section 12.1(d)),
         together with accrued interest to the date of such prepayment on the
         principal amount of Borrowings prepaid and any Funding Losses owing in
         connection therewith.

                  (iv) Prepayments of the Borrowings pursuant to this Section
         3.2 shall be applied, first, to prepay Base Rate Borrowings, second, to
         prepay any LIBOR Rate Borrowing that has an Interest Period the last
         day of which is the same as the date of such requirement prepayment,
         and, third to prepay other LIBOR Rate Borrowings, as selected by the
         Borrower, or, at the Borrower's option, to cash collateralize such
         other LIBOR Rate Borrowings (which cash collateral will be applied on
         the last day of the Interest Period of each such LIBOR Rate Borrowing
         to prepay such LIBOR Rate Borrowings).

         SECTION 3.3. INTEREST OPTIONS.

         Except as otherwise provided in this Agreement, Borrowings shall bear
interest at an annual rate equal to the lesser of (i) the Base Rate or the LIBOR
Rate plus the Applicable Margin, in each case as designated or deemed designated
by the Borrower, and (ii) the Maximum Rate; provided that the LIBOR Rate may not
be selected when an Event of Default or Potential Default has occurred and is
continuing.

         SECTION 3.4. QUOTATION OF RATES.

         The Borrower may contact the Administrative Agent prior to delivering a
Borrowing Request to receive an indication of the interest rates then in effect,
but the indicated rates do not bind the Administrative Agent or the Lenders or
affect the interest rate that is actually in effect when the Borrower makes a
Borrowing Request or on the Borrowing Date.

         SECTION 3.5. DEFAULT RATE.

         To the extent lawful, any amount payable under any Credit Document that
is not paid when due (including interest on any such unpaid amount) shall bear
interest from the date due (stated or by acceleration) at the Default Rate until
paid, regardless whether payment is made before or after entry of a judgment,
payable on demand.

<PAGE>   37
                                                                              31


         SECTION 3.6. INTEREST RECAPTURE.

         If the designated interest rate applicable to any amount exceeds the
Maximum Rate, the interest rate on that amount is limited to the Maximum Rate,
but any subsequent reductions in the designated rate shall not reduce the
interest rate thereon below the Maximum Rate until the total amount of accrued
interest equals the amount of interest that would have accrued if that
designated rate had always been in effect. If at maturity (stated or by
acceleration), or at final payment of the Notes, the total interest paid or
accrued is less than the interest that would have accrued if the designated
rates had always been in effect, then, at that time and to the extent lawful,
the Borrower shall pay an amount equal to the difference between (a) the lesser
of the amount of interest that would have accrued if the designated rates had
always been in effect and the amount of interest that would have accrued if the
Maximum Rate had always been in effect, and (b) the amount of interest actually
paid or accrued on the Notes.

         SECTION 3.7. INTEREST AND FEE CALCULATIONS.

         All computations of interest based on the prime lending rate of the
Administrative Agent shall be made by the Administrative Agent on the basis of a
year of 365 or 366 days, as the case may be. All computations of commitment
fees, the LC Fee and interest based on the LIBOR Rate or the Fed Funds Rate
shall be made by the Administrative Agent on the basis of a year of 360 days for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such commitment fees, the LC Fee or interest
are payable. Each determination by the Administrative Agent of an interest rate
hereunder shall be conclusive and binding for all purposes, absent manifest
error.

         SECTION 3.8. MAXIMUM RATE.

         Regardless of any provision contained in any Credit Document, no Lender
is entitled to contract for, charge, take, reserve, receive or apply, as
interest on all or any part of the Obligations, any amount in excess of the
Maximum Rate, and, if any Lender ever does so, then any excess shall be treated
as a partial prepayment of principal (without regard to Section 3.9) and any
remaining excess shall be refunded to the Borrower. In determining if the
interest paid or payable exceeds the Maximum Rate, the Borrower and the Lenders
shall, to the maximum extent lawful, (a) characterize any nonprincipal payment
as an expense, fee or premium rather than as interest, (b) exclude voluntary
prepayments and their effects, and (c) amortize, prorate, allocate and spread
the total amount of interest throughout the entire contemplated term of the
relevant Borrowings. However, if the Obligations are paid in full before the end
of their full contemplated term, and if the interest received for the period
that the Obligations were outstanding exceeds the Maximum Amount, then the
Lenders shall refund any excess (and the Lenders may not, to the extent lawful,
be subject to any penalties provided by any Legal Requirements for contracting
for, charging, taking, reserving or receiving interest in excess of the Maximum
Amount). If the Legal Requirements of the State of Texas are applicable for
purposes of determining the "Maximum Rate" or the "Maximum Amount", then those
terms mean the "indicated rate ceiling" from time to time in effect under
Chapter 303 of the Texas Finance Code. The Borrower agrees that Chapter 346 of
the Texas Finance Code (which regulates certain

<PAGE>   38
                                                                              32


revolving credit loan accounts and revolving triparty accounts) does not apply
to any Borrowings.

         SECTION 3.9. INTEREST PERIODS.

         When the Borrower requests a LIBOR Rate Borrowing, the Borrower may
elect the applicable interest period (each an "INTEREST PERIOD"), which may be,
at the Borrower's option, one, two, three or six months for LIBOR Rate
Borrowings, subject to Section 14.1 and the following conditions: (a) the
initial Interest Period for a LIBOR Rate Borrowing commences on the applicable
Borrowing Date or conversion date, and each subsequent Interest Period
applicable to any Borrowing commences on the day when the next preceding
applicable Interest Period expires; (b) if any Interest Period for a LIBOR Rate
Borrowing begins on a day for which no numerically corresponding Business Day in
the calendar month at the end of the Interest Period exists, then the Interest
Period ends on the last Business Day of that calendar month; (c) if the Borrower
is required to pay any portion of a LIBOR Rate Borrowing before the end of its
Interest Period in order to comply with the payment provisions of the Credit
Documents, the Borrower shall also pay any related Funding Loss; and (d) no more
than six Interest Periods may be in effect at one time.

         SECTION 3.10. CONVERSIONS.

         The Borrower may in accordance with the procedures set forth below (a)
convert a LIBOR Rate Borrowing on the last day of the applicable Interest Period
to a Base Rate Borrowing, (b) convert a Base Rate Borrowing at any time to a
LIBOR Rate Borrowing, and (c) elect a new Interest Period for a LIBOR Rate
Borrowing to commence upon expiration of the then-current Interest Period;
provided that the Borrower may not convert to or select a new Interest Period
for a LIBOR Rate Borrowing at any time when an Event of Default or Potential
Default has occurred and is continuing. Any such conversion or election may be
made by telephonic request to the Administrative Agent no later than 10:00 a.m.
on the third Business Day before the conversion date or the last day of the
Interest Period, as the case may be (for conversion to a LIBOR Rate Borrowing or
election of a new Interest Period), and no later than 11:00 a.m. on the last day
of the Interest Period (for conversion to a Base Rate Borrowing). The Borrower
shall provide a Conversion Notice to the Administrative Agent no later than two
days after the date of the conversion or election. Absent the Borrower's
telephonic request for conversion or election of a new Interest Period or if an
Event of Default or Potential Default has occurred and is continuing, then, a
LIBOR Rate Borrowing shall be deemed converted to a Base Rate Borrowing
effective when the applicable Interest Period expires.

         SECTION 3.11. ORDER OF APPLICATION.

         Each payment (including proceeds from the exercise of any Rights) of
the Obligations shall be applied either (a) if no Event of Default or Potential
Default has occurred and is continuing, then in the order and manner specified
elsewhere herein, and if not so specified, then in the order and manner as the
Borrower directs, or (b) if an Event of Default or Potential Default has
occurred and is continuing or if the Borrower fails to give any direction
required under clause (a) above, then in the following order: (i) to all fees,
expenses, and indemnified amounts for

<PAGE>   39
                                                                              33


which the Administrative Agent has not been paid or reimbursed in accordance
with the Credit Documents and, except while an Event of Default under Section
11.1 has occurred and is continuing, as to which the Borrower has been invoiced
and has failed to pay within ten Business Days of that invoice; (ii) to all
fees, expenses and indemnified amounts for which the LC Issuing Bank has not
been paid or reimbursed in accordance with the Credit Documents and, except
while an Event of Default under Section 11.1 has occurred and is continuing, as
to which the Borrower has been invoiced and has failed to pay within ten
Business Days of that invoice; (iii) to all fees, expenses and indemnified
amounts for which any Lender has not been paid or reimbursed in accordance with
the Credit Documents (and if any payment is less than all unpaid or unreimbursed
fees and expenses, then that payment shall be applied against unpaid and
unreimbursed fees and expenses in the order of incurrence or due date) and,
except while an Event of Default under Section 11.1 has occurred and is
continuing, as to which the Borrower has been invoiced and has failed to pay
within ten Business Days of that invoice; (iv) to accrued interest on the
principal amount of the Borrower's reimbursement obligations outstanding in
respect of Letters of Credit; (v) to the principal amount of the Borrower's
reimbursement obligations outstanding in respect of Letters of Credit; (vi) to
the cash collateralization of the Borrower's reimbursement obligations in
respect of LC Outstandings not paid pursuant to clause (v) by deposit of funds
in the Cash Collateral Account; (vii) to accrued interest on the principal
amount of the Borrowings outstanding (on a ratable basis between Term Borrowings
and Revolving Borrowings); (viii) to the principal amount of the Borrowings
outstanding (on a ratable basis between Term Borrowings and Revolving
Borrowings) in such order as the Required Lenders may elect (but the Lenders
agree to apply proceeds in an order that will minimize any Funding Loss); and
(ix) to the remaining Obligations in the order and manner the Required Lenders
deem appropriate.

         SECTION 3.12. SHARING OF PAYMENTS, ETC.

         Except as otherwise specifically provided, (a) principal and interest
payments on (i) Revolving Borrowings and, if the Lenders have purchased a
participation in the Borrower's reimbursement obligations in respect of LC
Outstandings, such reimbursement obligations, shall be shared by the Lenders in
accordance with their respective Revolving Commitment Percentages and (ii) Term
Borrowings shall be shared by the Lenders in accordance with their respective
Term Commitment Percentages, at any time prior to the termination in whole of
the Commitments and in accordance with their respective Default Percentages at
any time following the termination in whole of the Commitments, and (b) each
other payment on the Obligations shall be shared by the Lenders in the
proportion that the Obligations are owed to the Lenders on the date of the
payment. If any Lender obtains any payment or prepayment with respect to the
Obligations (whether voluntary, involuntary or otherwise, including, without
limitation, as a result of exercising its Rights under Section 3.13) that
exceeds the part of that payment or prepayment that it is then entitled to
receive under the Credit Documents, then that Lender shall purchase from the
other Lenders participations that will cause the purchasing Lender to share the
excess payment or prepayment ratably with each other Lender. If all or any
portion of any excess payment or prepayment is subsequently recovered from the
purchasing Lender, then the purchase shall be rescinded and the purchase price
restored to the extent of the recovery. The Borrower agrees that any purchase of
a participation in any Outstanding Credits from a Lender

<PAGE>   40
                                                                              34


may, to the fullest extent lawful, exercise all of its Rights of payment
(including the Right of offset) with respect to that participation as fully as
if that purchaser were the direct creditor of the Borrower in the amount of that
participation.

         SECTION 3.13. OFFSET.

         If an Event of Default has occurred and is continuing, each Lender is
entitled to exercise (for the benefit of all the Lenders) the Rights of offset
and banker's Lien against each and every account and other property, or any
interest therein, that the Borrower or any Company, other than an Excluded
Subsidiary, may now or hereafter have with, or which is now or hereafter in the
possession of, that Lender to the extent of the full amount of the Obligations
then matured and owed (directly or participated) to it.

         SECTION 3.14. BOOKING BORROWINGS.

         To the extent lawful, any Lender may make, carry or transfer its
Borrowings at, to or for the account of any of its branch offices or the office
or branch of any of its Affiliates. However, no Affiliate or branch is entitled
to receive any greater payment under Section 3.16 than the transferor Lender
would have been entitled to receive with respect to those Borrowings, and a
transfer may not be made if, as a direct result of it, Section 3.16 or 3.17
would apply to any of the Obligations. If any of the conditions of Sections 3.16
or 3.17 ever apply to a Lender, that Lender shall, to the extent possible, carry
or transfer its Borrowings at, to or for the account of any of its branch
offices or the office or branch of any of its Affiliates so long as the transfer
is consistent with the other provisions of this section, does not create any
burden or adverse circumstance for that Lender that would not otherwise exist,
and eliminates or ameliorates the conditions of Section 3.16 or 3.17 as
applicable.

         SECTION 3.15. BASIS UNAVAILABLE OR INADEQUATE FOR LIBOR RATE.

         If, on or before any date when a LIBOR Rate is to be determined for a
Borrowing, the Administrative Agent reasonably determines that the basis for
determining the applicable rate is not available or any Lender reasonably
determines that the resulting rate does not accurately reflect the cost to that
Lender of making or converting Borrowings at that rate for the applicable
Interest Period, then the Administrative Agent shall promptly notify the
Borrower and the Lenders of that determination (which is conclusive and binding
on the Borrower absent manifest error) and the applicable Borrowing shall bear
interest at the sum of the Base Rate plus the Applicable Margin. Until the
Administrative Agent notifies the Borrower that those circumstances no longer
exist, the Lenders' commitments under this Agreement to make, or to convert to,
LIBOR Rate Borrowings, as the case may be, are suspended.

         SECTION 3.16. ADDITIONAL COSTS.

         (a) RESERVES. With respect to any LIBOR Rate Borrowing (i) if any
change in any present Legal Requirement, any change in the interpretation or
application of any present Legal Requirement, or any future Legal Requirement
imposes, modifies or deems applicable (or if compliance by any Lender with any
requirement of any Governmental Authority results in) any

<PAGE>   41
                                                                              35


requirement that any reserves (including, without limitation, any marginal,
emergency, supplemental or special reserves) be maintained (other than any
reserve included in the LIBOR Reserve Percentage), and (ii) if those reserves
reduce any sums receivable by that Lender under this Agreement or increase the
costs incurred by that Lender in advancing or maintaining any portion of any
LIBOR Rate Borrowing, then (A) that Lender (through the Administrative Agent)
shall deliver to the Borrower a certificate setting forth in reasonable detail
the calculation of the amount necessary to compensate it for its reduction or
increase (which certificate is conclusive and binding absent manifest error),
and (B) the Borrower shall pay that amount to that Lender within five Business
Days after demand. The provisions of and undertakings and indemnification in
this subsection (a) survive the satisfaction and payment of the Obligations and
termination of this Agreement.

         (b) CAPITAL ADEQUACY. With respect to any Borrowing, if any change in
any present Legal Requirement (whether or not having the force of law), any
change in the interpretation or application of any present Legal Requirement
(whether or not having the force of law), or any future Legal Requirement
(whether or not having the force of law) regarding capital adequacy, or if
compliance by any Lender with any request, directive or requirement imposed in
the future by any Governmental Authority regarding capital adequacy, or if any
change by any Lender, its holding company, or its applicable lending office in
its written policies or in the risk category of this transaction, in any of the
foregoing events or circumstances, reduces the rate of return on its capital as
a consequence of its obligations under this Agreement to a level below that
which it otherwise could have achieved (taking into consideration its policies
with respect to capital adequacy) by an amount deemed by it to be material (and
it may, in determining the amount, utilize reasonable assumptions and
allocations of costs and expenses and use any reasonable averaging or
attribution method), then (unless the effect is already reflected in the rate of
interest then applicable under this Agreement) the Administrative Agent or that
Lender (through the Administrative Agent) shall notify the Borrower and deliver
to the Borrower a certificate setting forth in reasonable detail the calculation
of the amount necessary to compensate it (which certificate is conclusive and
binding absent manifest error), and the Borrower shall pay that amount to the
Administrative Agent or that Lender within five Business Days after demand. The
provisions of and undertakings and indemnification in this subsection (b) shall
survive the satisfaction and payment of the Obligations and termination of this
Agreement.

         (c) TAXES. Subject to Section 3.19, any Taxes payable by the
Administrative Agent or any Lender or ruled (by a Governmental Authority)
payable by the Administrative Agent or any Lender in respect of this Agreement
or any other Credit Document shall, if permitted by Legal Requirement, be paid
by the Borrower, together with interest and penalties, if any, except for Taxes
payable on or measured by the overall net income or capital of the
Administrative Agent or that Lender (or the Administrative Agent or that Lender,
as the case may be, together with any other Person with whom the Administrative
Agent or that Lender files a consolidated, combined, unitary or similar Tax
return) and except for interest and penalties incurred as a result of the gross
negligence or willful misconduct of the Administrative Agent or any Lender. The
Administrative Agent or that Lender (through the Administrative Agent) shall
notify the Borrower and deliver to the Borrower a certificate setting forth in
reasonable detail the calculation of the amount of payable Taxes, which
certificate is conclusive and binding (absent

<PAGE>   42
                                                                              36


manifest error), and the Borrower shall pay that amount to the Administrative
Agent for its account or the account of that Lender, as the case may be within
five Business Days after demand. If the Administrative Agent or that Lender
subsequently receives a refund of the Taxes paid to it by the Borrower, then the
recipient shall promptly pay the refund to the Borrower.

         SECTION 3.17. CHANGE IN LEGAL REQUIREMENTS.

         If any Legal Requirement makes it unlawful for any Lender to make or
maintain LIBOR Rate Borrowings, then that Lender shall promptly notify the
Borrower and the Administrative Agent, and (a) as to undisbursed funds, that
requested Borrowing shall be made as a Base Rate Borrowing, and (b) as to any
outstanding Borrowing, (i) if maintaining the Borrowing until the last day of
the applicable Interest Period is unlawful, then the Borrowing shall be
converted to a Base Rate Borrowing as of the date of notice, in which event the
Borrower will not be required to pay any related Funding Loss, or (ii) if not
prohibited by Legal Requirement, then the Borrowing shall be converted to a Base
Rate Borrowing as of the last day of the applicable Interest Period, or (iii) if
any conversion will not resolve the unlawfulness, then the Borrower shall
promptly prepay the Borrowing, without penalty but with related Funding Loss.

         SECTION 3.18. FUNDING LOSS.

         The Borrower shall indemnify each Lender against, and pay to it within
five Business Days following demand and delivery by such Lender to the Borrower
of the certificate herein provided, any Funding Loss of that Lender. When any
Lender demands that the Borrower pay any Funding Loss, that Lender shall deliver
to the Borrower and the Administrative Agent a certificate setting forth in
reasonable detail the basis for imposing Funding Loss and the calculation of the
amount, which calculation is conclusive and binding absent manifest error. The
provisions of and undertakings and indemnification in this section survive the
satisfaction and payment of the Obligations and termination of this Agreement.

         SECTION 3.19. FOREIGN LENDERS, PARTICIPANTS AND ASSIGNEES.

         Each Lender, Participant (by accepting a participation interest under
this Agreement) and Assignee (by executing an Assignment) that is not organized
under the Legal Requirements of the United States of America or one of its
states (a) represents to the Administrative Agent and the Borrower that (i) no
Taxes are required to be withheld by the Administrative Agent or the Borrower
with respect to any payments to be made to it in respect of the Obligations and
(ii) it has furnished to the Administrative Agent and the Borrower two duly
completed copies of either U.S. Internal Revenue Service Form W-8BEN or W-8ECI
or any other form acceptable to the Administrative Agent and the Borrower that
entitles it to a complete exemption from U.S. federal withholding Tax on all
interest or fee payments under the Credit Documents, and (b) covenants to (i)
provide the Administrative Agent and the Borrower a new Form W-8BEN or W-8ECI or
other form acceptable to the Administrative Agent and the Borrower upon the
expiration or obsolescence according to Legal Requirement of any previously
delivered form, duly executed and completed by it, entitling it to a complete
exemption from U.S. federal withholding Tax on all interest and fee payments
under the Credit Documents, and (ii) comply from time to time with all Legal
Requirements with regard to the withholding Tax exemption. If any of the
foregoing is

<PAGE>   43
                                                                              37


not true at any time or the applicable forms are not provided, then the Borrower
and the Administrative Agent (without duplication) may deduct and withhold from
interest and fee payments under the Credit Documents any Tax at the maximum rate
under the IRC or other applicable Legal Requirement, and amounts so deducted and
withheld shall be treated as paid to that Lender, Participant or Assignee, as
the case may be, for all purposes under the Credit Documents.

         SECTION 3.20. DISCHARGE AND REINSTATEMENT.

         Each Company's obligations under the Credit Documents remain in full
force and effect until no Lender has any commitment to extend credit under the
Credit Documents and the Obligations are fully paid (except for provisions under
the Credit Documents which by their terms expressly survive payment of the
Obligations and termination of the Credit Documents). If any payment under any
Credit Document is ever rescinded or must be restored or returned for any
reason, then all Rights and obligations under the Credit Documents in respect of
that payment are automatically reinstated as though the payment had not been
made when due.

                                   ARTICLE IV
                                      FEES

         SECTION 4.1. TREATMENT OF FEES.

         The fees described in this Section 4.1 (a) are not compensation for the
use, detention or forbearance of money, (b) are in addition to, and not in lieu
of, interest and expenses otherwise described in this Agreement, (c) are payable
in accordance with Section 3.1, (d) are non-refundable and (e) to the fullest
extent permitted by Legal Requirement, bear interest, if not paid when due, at
the Default Rate.

         SECTION 4.2. COMMITMENT FEE.

         The Borrower shall pay to the Administrative Agent for the account of
each Lender a commitment fee on the average daily unused portion of such
Lender's Revolving Commitment from the date hereof until the Revolving Loan
Termination Date, payable on the last day of each March, June, September and
December (commencing on the first such date that follows the date of this
Agreement) and on the Revolving Loan Termination Date, at a rate equal at all
times to the Applicable Percentage.

         SECTION 4.3. LETTER OF CREDIT FEES.

         The Borrower shall pay to the Administrative Agent for the account of
each Lender a fee (the "LC FEE") on the average daily amount of the sum of the
undrawn stated amounts of all Letters of Credit outstanding on each such day,
from the date hereof until the later to occur of the Revolving Loan Termination
Date and the date that no Letters of Credit are outstanding, payable on the last
day of each March, June, September and December (commencing on the first such
date that follows the date of this Agreement) and such later date, at a rate
equal at all times to the Applicable Margin in effect from time to time for
LIBOR Rate Borrowings under the Revolving

<PAGE>   44
                                                                              38


Facility. In addition, the Borrower shall pay to the LC Issuing Bank such fees
for the issuance and maintenance of Letters of Credit and for drawings
thereunder as may be separately agreed between the Borrower and the LC Issuing
Bank.

                                   ARTICLE V
                              CONDITIONS PRECEDENT

         No Lender is obligated to fund or participate in the initial Extension
of Credit, and the LC Issuing Bank is not obligated to issue any Letter of
Credit, unless the Administrative Agent has received all of the items described
in Schedule 5. In addition, no Lender is obligated to fund (as opposed to
continue or convert) any Borrowing, and the LC Issuing Bank is not obligated to
issue any Letter of Credit, unless on the date of the applicable Extension of
Credit (and after giving effect to the requested Extension of Credit): (a) the
Administrative Agent has timely received a properly completed and duly executed
Borrowing Request or Request for Issuance, as applicable; (b) all of the
representations and warranties of the Companies in the Credit Documents are true
and correct in all material respects (unless they speak to a specific date or
are based on facts which have changed by transactions contemplated or expressly
permitted by this Agreement); (c) no Material Adverse Event, Event of Default or
Potential Default has occurred and is continuing; and (d) no limitation in
Section 2.1, 2.2 or 2.6 is or would be exceeded by the requested Extension of
Credit. Each Borrowing Request and Request for Issuance, however delivered,
constitutes the Borrower's representation and warranty that the conditions in
subsections (b) through (d) above are satisfied. Upon the Administrative Agent's
or any Lender's reasonable request, the Borrower shall deliver to the
Administrative Agent or such Lender evidence substantiating any of the matters
in the Credit Documents that are necessary to enable the Borrower to qualify for
the requested Extension of Credit. Each condition precedent in this Agreement
(including, without limitation, those on Schedule 5) is material to the
transactions contemplated by this Agreement, and time is of the essence with
respect to each condition precedent.

                                   ARTICLE VI
                                   GUARANTIES

         The Borrower shall cause each Significant Subsidiary (other than any
Excluded Subsidiary of the Borrower), whether now existing or in the future
formed or acquired as permitted by the Credit Documents, to unconditionally
guarantee the full payment and performance of the Obligations by execution of a
Guaranty. Any Guaranty delivered by a Guarantor after the Closing Date pursuant
to this Article VI shall be accompanied by (a) an opinion of counsel to such
Guarantor as to the enforceability of such Guaranty and such other matters as
the Administrative Agent may reasonably request, (b) certified copies of the
Constituent Documents of such Guarantor, (c) certified copies of all corporate
or partnership (as the case may be) authorizations and approvals of Governmental
Authorities required in connection with the execution, delivery and performance
by such Guarantor of such Guaranty, and (d) such other certificates, documents
and other information regarding such Guarantor as the Administrative Agent may
reasonably request.

<PAGE>   45
                                                                              39


                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent, the
LC Issuing Bank and the Lenders as follows:

         SECTION 7.1. PURPOSE.

         The Borrower will use the proceeds of (i) the Term Facility only to
finance a portion of the purchase price under the ARCO Asset Acquisition
Agreement and customary costs and expenses of the Borrower incurred in
connection with the consummation of the ARCO Asset Acquisition, and (ii) the
Revolving Facility to finance the remainder of the purchase price under the ARCO
Asset Acquisition Agreement and customary costs and expenses of the Borrower
incurred in connection with the consummation of the ARCO Asset Acquisition and
for general working capital purposes, including without limitation the making of
Investments in Subsidiaries and Affiliates of the Borrower in accordance with
this Agreement, acquisitions and capital expenditures. No Company is engaged
principally, or as one of its important activities, in the business of extending
credit for the purpose of purchasing or carrying any "margin stock" within the
meaning of the Margin Regulations, and no part of the proceeds of any Borrowing
will be used, directly or indirectly, for a purpose that violates any
Governmental Requirement, including the Margin Regulations.

         SECTION 7.2. SUBSIDIARIES, SIGNIFICANT SUBSIDIARIES AND SIGNIFICANT
AFFILIATES.

         Schedule 7.2 describes the Borrower, all of its direct and indirect
Subsidiaries and all of its Significant Subsidiaries and Significant Affiliates
as of the date hereof.

         SECTION 7.3. EXISTENCE, AUTHORITY AND GOOD STANDING.

         Each Company (other than any Excluded Subsidiary) is duly organized,
validly existing and in good standing under the Legal Requirements of its
jurisdiction of formation. Except where not a Material Adverse Event, each such
Company is duly qualified to transact business and is in good standing in each
jurisdiction where the nature and extent of its business and properties require
due qualification and good standing (each of which jurisdictions is identified
on Schedule 7.2). Each Company (other than any Excluded Subsidiary) possesses
all requisite authority and power to conduct its business as is now being
conducted and as proposed under the Credit Documents to be conducted and to own
and operate its assets as now owned and operated and as proposed to be owned and
operated under the Credit Documents.

         SECTION 7.4. AUTHORIZATION AND CONTRAVENTION.

         The execution and delivery by each Company of each Credit Document to
which it is a party and the performance by it of its obligations under those
Credit Documents (a) are within its corporate, partnership or comparable
organizational powers, (b) have been duly authorized by all necessary corporate,
partnership or comparable organizational action, (c) require no notice to,
consents or approval of, action by or filing with, any Governmental Authority
(except any action


<PAGE>   46
                                                                              40


or filing that has been taken or made on or before the Closing Date), (d) do not
violate any provision of any of its Constituent Documents, and (e) except
violations that individually or collectively are not a Material Adverse Event,
do not violate any provision of Legal Requirement applicable to it or any
material agreement to which it is a party.

         SECTION 7.5. BINDING EFFECT.

         Upon execution and delivery by all parties to it, each Credit Document
will constitute a legal and binding obligation of each Company party to it,
enforceable against it in accordance with that Credit Document's terms except as
that enforceability may be limited by Debtor Laws and general principles of
equity.

         SECTION 7.6. CURRENT FINANCIALS.

         The Current Financials were prepared in accordance with GAAP and
present fairly, in all material respects, the consolidated financial condition,
results of operations and cash flows of the Companies as of, and for the portion
of the fiscal year ending on their dates (subject only to normal year-end
adjustments for interim statements). Except for transactions directly related
to, specifically contemplated by or expressly permitted by the Credit Documents,
no material adverse changes have occurred in such consolidated financial
condition from that shown in the Current Financials.

         SECTION 7.7. SOLVENCY.

         Each of the Borrower and each Guarantor is Solvent.

         SECTION 7.8. LITIGATION.

         Except as disclosed on Schedule 7.8 and matters covered (subject to
reasonable and customary deductible and retention) by insurance or
indemnification agreements as to which the insurer or indemnifying party, as
applicable, has acknowledged liability, (a) no Company is subject to, or aware
of the threat of, any Litigation that is reasonably likely to be determined
adversely to any Company and, if so adversely determined, would be a Material
Adverse Event, and (b) no outstanding and unpaid judgments against any Company
exist that would be a Material Adverse Event.

         SECTION 7.9. TAXES.

         Except where not a Material Adverse Event, (a) all Tax returns of each
Company required to be filed have been filed (or extensions have been granted)
before delinquency, and (b) all Taxes imposed upon each Company that are due and
payable have been paid before delinquency except as being contested as permitted
by Section 8.5.

         SECTION 7.10. COMPLIANCE WITH LAW AND ENVIRONMENTAL MATTERS.

         Except as disclosed on Schedule 7.10, (a) no Company has received
notice from any Governmental Authority that it has actual or potential
Environmental Liability and no Company

<PAGE>   47
                                                                              41


has knowledge that it has any Environmental Liability, which actual or potential
Environmental Liability in either case constitutes a Material Adverse Event, and
(b) no Company has received notice from any Governmental Authority that any Real
Property is affected by, and no Company has knowledge that any Real Property is
affected by, any Release of any Hazardous Substance which constitutes a Material
Adverse Event. Further, except as otherwise provided in any Credit Document,
each Company (other than any Excluded Subsidiary) is in compliance with clause
(a) of Section 9.6.

         SECTION 7.11. EMPLOYEE PLANS.

         Except as disclosed on Schedule 7.11 or where not a Material Adverse
Event, (a) no Employee Plan subject to ERISA has incurred an "accumulated
funding deficiency" (as defined in Section 302 of ERISA or Section 512 of the
IRC), (b) neither any Company nor any ERISA Affiliate has incurred liability,
except for liabilities for premiums that have been paid or that are not past
due, under ERISA to the PBGC in connection with any Employee Plan, (c) neither
any Company nor any ERISA Affiliate has withdrawn in whole or in part from
participation in a Multiemployer Plan in a manner that has given rise to a
withdrawal liability under Title IV of ERISA, (d) neither the Borrower nor any
ERISA Affiliate has engaged in any "prohibited transaction" (as defined in
Section 406 of ERISA or Section 4975 of the IRC), (e) no "reportable event" (as
defined in Section 4043 of ERISA) has occurred excluding events for which the
notice requirement is waived under applicable PBGC regulations, (f) neither any
Company nor any ERISA Affiliate has any liability, or is subject to any Lien,
under ERISA or the IRC to or on account of any Employee Plan, (g) each Employee
Plan subject to ERISA and the IRC complies in all material respects, both in
form and operation, with ERISA and the IRC, and (h) no Multiemployer Plan
subject to the IRC is in reorganization within the meaning of Section 418 of the
IRC. None of the matters disclosed on Schedule 7.11 give rise to any other
"reportable events", as defined above.

         SECTION 7.12. DEBT.

         No Company has any Debt except as described on Schedule 7.12 or
otherwise incurred after the date hereof in accordance with this Agreement.

         SECTION 7.13. PROPERTIES; LIENS.

         Each Company (other than any Excluded Subsidiary) has good and
indefeasible title to all of its property reflected on the Current Financials as
being owned by it except for property that is obsolete or that has been disposed
of in the ordinary course of business between the date of the Current Financials
and the date of this Agreement or, after the date of this Agreement, as
permitted by Sections 9.9 and 9.10. No Lien exists on any property of any
Company (other than any Excluded Subsidiary) except as described on Schedule
7.13 and other Permitted Liens. No Company (other than any Excluded Subsidiary)
is party or subject to any agreement, instrument or order which in any way
restricts any such Company's ability to allow Liens to exist upon any of its
assets except relating to Permitted Liens.

         SECTION 7.14. GOVERNMENTAL REGULATIONS.


<PAGE>   48
                                                                              42


         No Company is subject to regulation under the Investment Company Act of
1940 or the Public Utility Holding Company Act of 1935.

         SECTION 7.15. TRANSACTIONS WITH AFFILIATES.

         Except as otherwise disclosed on Schedule 7.15 or permitted by Section
9.5, no Company is a party to a material transaction with any of its Affiliates.

         SECTION 7.16. LEASES.

         Except where not a Material Adverse Event, (a) each Company enjoys
peaceful and undisturbed possession under all leases necessary for the operation
of its properties and assets, and (b) all material leases under which any
Company is a lessee are in full force and effect.

         SECTION 7.17. LABOR MATTERS.

         Except where not a Material Adverse Event, (a) no actual or threatened
strikes, labor disputes, slow downs, walkouts, work stoppages or other concerted
interruptions of operations that involve any employees employed at any time in
connection with the business activities or operations at the Real Property
exist, (b) hours worked by and payment made to the employees of any Company or
any Predecessor have not been in violation of the Fair Labor Standards Act or
any other applicable Legal Requirements pertaining to labor matters, (c) all
payments due from any Company for employee health and welfare insurance,
including, without limitation, workers compensation insurance, have been paid or
accrued as a liability on its books, and (d) the business activities and
operations of each Company are in compliance with OSHA and other applicable
health and safety Legal Requirements.

         SECTION 7.18. INTELLECTUAL PROPERTY.

         Except where not a Material Adverse Event, (a) each Company owns or has
the right to use all material licenses, patents, patent applications,
copyrights, service marks, trademarks, trademark applications and trade names
necessary to continue to conduct its businesses as presently conducted by it and
proposed to be conducted by it immediately after the date of this Agreement, (b)
each Company is conducting its business without infringement or claim of
infringement of any license, patent, copyright, service mark, trademark, trade
name, trade secret or other intellectual property right of others and (c) no
infringement or claim of infringement by others of any material license, patent,
copyright, service mark, trademark, trade name, trade secret or other
intellectual property of any Company exists.

         SECTION 7.19. INSURANCE.

         All insurance required under Section 8.9 is in full force and effect.

         SECTION 7.20. RESTRICTIONS ON DISTRIBUTIONS.

<PAGE>   49
                                                                              43


         Except as disclosed on Schedule 7.20, no Subsidiary (other than any
Excluded Subsidiary) of the Borrower is subject to any restriction on such
Subsidiary's ability to directly or indirectly declare, make or pay
Distributions to the Borrower.

         SECTION 7.21. FULL DISCLOSURE.

         Each fact or condition relating to any Company's financial condition,
business or property that is a Material Adverse Event has been disclosed in
writing to the Administrative Agent. All information (other than the Closing
Projections) previously furnished by any Company to the Administrative Agent in
connection with the Credit Documents (the "DISCLOSED INFORMATION") was (and all
information furnished in the future by any Company to the Administrative Agent
will be) true and accurate in all material respects. The Closing Projections
were arrived at in good faith and were based on reasonable assumptions that the
Borrower believes to be true. As of the Closing Date, the Disclosed Information
and the Closing Projections, taken as a whole, were not misleading in any
material respect and did not omit to disclose any matter the failure of which to
be disclosed would result in any information contained in the Disclosed
Information or the Closing Projections being misleading in any material respect.

                                  ARTICLE VIII
                              AFFIRMATIVE COVENANTS

         Until the Commitments have been terminated and the Obligations have
been fully paid and performed, the Borrower covenants and agrees with the
Administrative Agent, the LC Issuing Bank and the Lenders that, without first
obtaining the Required Lenders' written consent to the contrary:

         SECTION 8.1. CERTAIN ITEMS FURNISHED.

         The Borrower shall furnish or shall cause the following to be furnished
to each Lender:

         (a) ANNUAL FINANCIALS OF THE BORROWER. Promptly after preparation but
no later than 90 days after the last day of each fiscal year of the Borrower,
Financials showing the consolidated and consolidating financial condition and
results of operations of the Borrower and its Subsidiaries as of, and for the
year ended on, that last day setting forth in comparative form the figures for
the previous fiscal year, accompanied by (i) the opinion, without material
qualification, of KPMG LLP or other firm of nationally-recognized independent
certified public accountants reasonably acceptable to the Required Lenders,
based on an audit (other than in the case of consolidating Financials) using
generally accepted auditing standards, that those Financials were prepared in
accordance with GAAP and present fairly, in all material respects, the
consolidated and consolidating financial condition and results of operations of
the Borrower and its Subsidiaries, and (ii) a related Compliance Certificate
from a Responsible Officer, on behalf of the Borrower.

         (b) QUARTERLY REPORTS. Promptly after preparation but no later than 45
days after the last day of (i) each of the first three fiscal quarters of the
Borrower and the Companies each year,

<PAGE>   50
                                                                              44


Financials showing the consolidated and consolidating financial condition and
results of operations of the Borrower and its Subsidiaries for that fiscal
quarter and for the period from the beginning of the current fiscal year to the
last day of that fiscal quarter setting forth in each case in comparative form
the figures for the corresponding quarter and the corresponding portion of the
previous fiscal year, accompanied, in each case, by a related Compliance
Certificate, together with a completed copy of the schedule to that certificate,
signed by a Responsible Officer, on behalf of the Borrower and (ii) each fiscal
quarter of the Borrower prior to the Completion Date, a report detailing the
progress of the FINA/BASF Project, in form and substance satisfactory to the
Administrative Agent.

         (c) OTHER REPORTS. Promptly after preparation and distribution,
accurate and complete copies of all reports and other material communications
about material financial matters or material corporate plans or projections by
or for any Company for distribution to any Governmental Authority or any
creditor, other than credit, trade and other reports prepared and distributed in
the ordinary course of business and information otherwise furnished to the
Administrative Agent and the Lenders under this Agreement.

         (d) EMPLOYEE PLANS. As soon as possible and within 30 days after any
Company knows that any event which would constitute a reportable event under
Section 4043(b) of Title IV of ERISA with respect to any Employee Plan subject
to ERISA has occurred, or that the PBGC has instituted or will institute
proceedings under ERISA to terminate that plan, deliver a certificate of a
Responsible Officer of the Borrower setting forth details as to that reportable
event and the action that the Borrower or an ERISA Affiliate, as the case may
be, proposes to take with respect to it, together with a copy of any notice of
that reportable event which may be required to be filed with the PBGC, or any
notice delivered by the PBGC evidencing its intent to institute those
proceedings or any notice to the PBGC that the plan is to be terminated, as the
case may be. For all purposes of this section, each Company is deemed to have
all knowledge of all facts attributable to the plan administrator under ERISA.

         (e) OTHER NOTICES. Notice, promptly after the Borrower knows, of (i)
the existence and status of any Litigation that is reasonably likely to be
adversely determined and, if determined adversely to any Company, would be a
Material Adverse Event, (ii) any change in any material fact or circumstance
represented or warranted by any Company in any Credit Document, (iii) an Event
of Default or Potential Default, specifying the nature thereof and what action
the Companies have taken, are taking or propose to take with respect to such
event, (iv) any default or potential default under any FINA/BASF Contract, and
(v) the Completion Date.

         (f) OTHER INFORMATION. Promptly when reasonably requested by the
Administrative Agent, the LC Issuing Bank or any Lender, such reasonable
information (not otherwise required to be furnished under this Agreement) about
any Company's business affairs, assets and liabilities.

         SECTION 8.2. USE OF CREDIT.

         The Borrower shall use the proceeds of Borrowings only for the purposes
specified in this Agreement.

<PAGE>   51
                                                                              45


         SECTION 8.3. BOOKS AND RECORDS.

         The Borrower shall, and shall cause each other Company to, maintain
books, records, and accounts necessary to prepare Financials in accordance with
GAAP.

         SECTION 8.4. INSPECTIONS.

         Upon reasonable request and subject to compliance with applicable
safety standards, with contractual privilege and non-disclosure agreements, and
with the same conditions applicable to any Company in respect of property of
that Company on the premises of other Persons, the Borrower shall, and shall
cause each other Company to, allow the Administrative Agent, the LC Issuing Bank
or any Lender (or their respective Representatives) to inspect any of its
properties, to review reports, files and other records and to make and take away
copies thereof, to conduct reasonable tests or investigations, and to discuss
any of its affairs, conditions and finances with its other creditors, directors,
officers, employees or representatives from time to time, during reasonable
business hours.

         SECTION 8.5. TAXES.

         The Borrower shall, and shall cause each other Company to, promptly pay
when due any and all Taxes except Taxes that are being contested in good faith
by lawful proceedings diligently conducted, against which reserve or other
provision required by GAAP has been made, and in respect of which levy and
execution of any Lien sufficient to be enforced has been and continues to be
stayed.

         SECTION 8.6. PAYMENT OF MATERIAL OBLIGATIONS.

         The Borrower shall, and shall cause each other Company (other than any
Excluded Subsidiary) to, promptly pay (or renew and extend) all of its material
obligations as they become due (unless the obligations are being contested in
good faith by, if required, appropriate proceedings).

         SECTION 8.7. EXPENSES.

         Within ten Business Days after demand accompanied by an invoice
describing the costs, fees and expenses in reasonable detail (and subject to any
limitations separately agreed to in writing by the Borrower and the
Administrative Agent in respect of costs, fees and expenses of the
Administrative Agent or any of its Representatives), the Borrower shall pay (a)
all costs, fees and reasonable expenses paid or incurred by the Administrative
Agent incident to any Credit Document (including the reasonable fees and
expenses of the Administrative Agent's counsel in connection with the
negotiation, preparation, delivery and execution of the Credit Documents and any
related amendment, waiver or consent) and (b) all reasonable costs and expenses
incurred by the Administrative Agent, the LC Issuing Bank or any Lender in
connection with the enforcement of the obligations of any Company under the
Credit Documents or the exercise of any Rights under the Credit Documents
(including reasonable attorneys' fees and court costs), all of which are part of
the Obligations, bearing interest (if not paid within ten Business Days after


<PAGE>   52
                                                                              46


demand accompanied by an invoice describing the costs, fees and expenses in
reasonable detail) on the portion thereof from time to time unpaid at the
Default Rate until paid.

         SECTION 8.8. MAINTENANCE OF EXISTENCE, ASSETS AND BUSINESS.

         The Borrower shall, and shall cause each other Company (other than any
Excluded Subsidiary) to, (a) except in connection with dispositions permitted
under Section 9.9, mergers, consolidations and dissolutions permitted under
Section 9.10 and statutory conversions to another form of entity as permitted by
applicable Legal Requirements, maintain its existence and good standing in its
state of formation, and (b) except where not a Material Adverse Event, (i)
maintain its authority to transact business and good standing in all other
states, (ii) maintain all licenses, permits and franchises (including
Environmental Permits) necessary for its business, and (iii) keep all of its
material assets that are useful in and necessary to its business in good working
order and condition (ordinary wear and tear excepted) and make all necessary
repairs and replacements.

         SECTION 8.9. INSURANCE.

         The Borrower shall, and shall cause each other Company (other than any
Excluded Subsidiary) to, at its cost and expense, maintain with financially
sound, responsible and reputable insurance companies or associations (or, as to
workers' compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdictions in which it operates) insurance
concerning its properties and businesses against casualties and contingencies
and of types and in amounts (and with co-insurance and deductibles) as is
customary in the case of similar businesses.

         SECTION 8.10. ENVIRONMENTAL MATTERS.

         The Borrower shall, and shall cause each other Company (other than any
Excluded Subsidiary) to, (a) operate and manage its businesses and otherwise
conduct its affairs in compliance with all Environmental Laws and Environmental
Permits except to the extent noncompliance does not constitute a Material
Adverse Event, (b) promptly deliver to the Administrative Agent a copy of any
notice received from any Governmental Authority alleging that any such Company
is not in compliance with any Environmental Law or Environmental Permit if the
allegation constitutes a Material Adverse Event, and (c) promptly deliver to the
Administrative Agent a copy of any notice received from any Governmental
Authority alleging that any such Company has any potential Environmental
Liability if the allegation constitutes a Material Adverse Event.

         SECTION 8.11. CERTAIN AGREEMENTS.

         The Borrower shall maintain each Required Hedging Agreement in full
force and effect until its completion in accordance with its terms.

         SECTION 8.12. INDEMNIFICATION.

<PAGE>   53
                                                                              47


         (a) AS USED IN THIS SECTION: (I) "INDEMNITEE" MEANS THE ADMINISTRATIVE
AGENT, THE LC ISSUING BANK, EACH LENDER, EACH PRESENT AND FUTURE AFFILIATE (WITH
WHICH ANY COMPANY HAS ENTERED INTO A WRITTEN CONTRACTUAL ARRANGEMENT) OF THE
ADMINISTRATIVE AGENT, THE LC ISSUING BANK OR ANY LENDER, EACH PRESENT AND FUTURE
REPRESENTATIVE OF THE ADMINISTRATIVE AGENT, THE LC ISSUING BANK, ANY LENDER OR
ANY OF THOSE AFFILIATES AND EACH PRESENT AND FUTURE SUCCESSOR AND PERMITTED
ASSIGN OF THE ADMINISTRATIVE AGENT, THE LC ISSUING BANK, ANY LENDER OR ANY OF
THOSE AFFILIATES OR REPRESENTATIVES; AND (II) "INDEMNIFIED LIABILITIES" MEANS
ALL KNOWN AND UNKNOWN, FIXED AND CONTINGENT, ADMINISTRATIVE, INVESTIGATIVE,
JUDICIAL AND OTHER CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, INVESTIGATIONS,
SUITS, PROCEEDINGS, AMOUNTS PAID IN SETTLEMENT, DAMAGES, JUDGMENTS, PENALTIES,
COURT COSTS, LIABILITIES AND OBLIGATIONS -- AND ALL COSTS AND REASONABLE
EXPENSES AND DISBURSEMENTS (INCLUDING ALL REASONABLE ATTORNEYS' FEES AND
EXPENSES WHETHER OR NOT SUIT OR OTHER PROCEEDING EXISTS OR ANY INDEMNITEE IS
PARTY TO ANY SUIT OR OTHER PROCEEDING) IN ANY WAY RELATED TO ANY OF THE
FOREGOING -- THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST
ANY INDEMNITEE AND IN ANY WAY ARISING OUT OF ANY (A) CREDIT DOCUMENT,
TRANSACTION CONTEMPLATED BY ANY CREDIT DOCUMENT OR REAL PROPERTY, (B)
ENVIRONMENTAL LIABILITY IN ANY WAY RELATED TO ANY COMPANY, PREDECESSOR, REAL
PROPERTY OR ACT, OMISSION, STATUS, OWNERSHIP OR OTHER RELATIONSHIP, CONDITION OR
CIRCUMSTANCE CONTEMPLATED BY, CREATED UNDER OR ARISING PURSUANT TO OR IN
CONNECTION WITH ANY CREDIT DOCUMENT, OR (C) INDEMNITEE'S SOLE OR CONCURRENT
ORDINARY NEGLIGENCE.

         (b) THE BORROWER SHALL INDEMNIFY EACH INDEMNITEE FROM AND AGAINST,
PROTECT AND DEFEND EACH INDEMNITEE FROM AND AGAINST, HOLD EACH INDEMNITEE
HARMLESS FROM AND AGAINST, AND ON DEMAND PAY OR REIMBURSE EACH INDEMNITEE FOR,
ALL INDEMNIFIED LIABILITIES.

         (c) THE FOREGOING PROVISIONS (I) ARE NOT LIMITED IN AMOUNT EVEN IF THAT
AMOUNT EXCEEDS THE OBLIGATIONS, (II) INCLUDE, WITHOUT LIMITATION, REASONABLE
FEES AND EXPENSES OF ATTORNEYS AND OTHER COSTS AND EXPENSES OF LITIGATION OR
PREPARING FOR LITIGATION AND DAMAGES OR INJURY TO PERSONS, PROPERTY OR NATURAL
RESOURCES ARISING UNDER ANY STATUTORY OR COMMON LEGAL REQUIREMENT, PUNITIVE
DAMAGES, FINES AND OTHER PENALTIES, AND (III) ARE NOT AFFECTED BY THE SOURCE OR
ORIGIN OF ANY HAZARDOUS SUBSTANCE, AND (IV) ARE NOT AFFECTED BY ANY INDEMNITEE'S
INVESTIGATION, ACTUAL OR CONSTRUCTIVE KNOWLEDGE, COURSE OF DEALING OR WAIVER.


<PAGE>   54
                                                                              48


         (d) HOWEVER, NO INDEMNITEE IS ENTITLED TO BE INDEMNIFIED UNDER THE
CREDIT DOCUMENTS FOR ITS OWN SOLE GROSS NEGLIGENCE OR SOLE WILLFUL MISCONDUCT.

                                   ARTICLE IX
                               NEGATIVE COVENANTS

         Until the Commitments have been terminated and the Obligations have
been fully paid and performed, the Borrower covenants and agrees with the
Administrative Agent, the LC Issuing Bank and the Lenders that, without first
obtaining the Required Lenders' consent to the contrary:

         SECTION 9.1. DEBT.

         The Borrower will not, and will not cause or permit any other Company
to, create, incur, assume or suffer to exist any Debt except the following (the
"PERMITTED DEBT"):

         (a) OBLIGATIONS. The Obligations and Debt arising under any Guaranty.

         (b) EXISTING DEBT. The Debt described on Schedule 7.12 (other than, on
and after the Closing Date, any such Debt that is described on such schedule as
to be paid on the Closing Date with the proceeds of Borrowings), together with
all renewals, extensions, amendments, modifications and refinancings of (but not
any principal increases to) any of that Debt.

         (c) REQUIRED HEDGING AGREEMENTS. Debt arising under the Required
Hedging Agreements.

         (d) PERMITTED NON-RECOURSE DEBT. Permitted Non-Recourse Debt.

         (e) ADDITIONAL DEBT. Subject to compliance with Section 3.2(d)(ii),
Additional Debt incurred by any Company through the issuance and sale of debt
securities (i) in a private placement transaction under Rule 144A under, or
otherwise exempt from the registration requirements of, the Securities Act of
1933, as amended, or (ii) in a public offering registered under the Securities
Act of 1933, as amended; provided, in either case, that the maturity date of
such Additional Debt shall be later than the Stated Revolving Termination Date.

         SECTION 9.2. PREPAYMENTS.

         The Borrower will not, and will not cause or permit any other Company,
other than an Excluded Subsidiary, to, prepay or redeem or cause to be prepaid
or redeemed any principal of, or any interest on, any of its Debt except (a) the
Obligations and (b) any of its other Debt if (i) no Event of Default or
Potential Default has occurred and is continuing immediately before, or will
occur as a result of (or otherwise will occur immediately after), the prepayment
or redemption, and (ii) in respect of any prepayment or redemption of the Senior
Notes, the Borrower concurrently prepays to the Lenders Borrowings (and/or cash
collateralizes LC Outstandings) in a principal amount that is in the same
proportion to the total Outstanding Credits immediately

<PAGE>   55
                                                                              49


before such prepayment as the amount of principal of the Senior Notes then being
prepaid or redeemed bears to the total principal amount of the Senior Notes
immediately before such prepayment or redemption.

         SECTION 9.3. LIENS.

         The Borrower will not, and will not cause or permit any other Company:
(a) to create, incur or suffer or permit to be created or incurred or to exist
any Lien upon any of its assets except Permitted Liens or (b) to enter into or
permit to exist any arrangement or agreement that directly or indirectly
prohibits any Company from creating or incurring any Lien on any of its assets
except (i) the Credit Documents, (ii) any lease that places a Lien prohibition
on only the property subject to that lease and (iii) arrangements and agreements
that apply only to property subject to Permitted Liens. The following are
"PERMITTED LIENS":

         (a) EXISTING LIENS. The Liens existing on the date of this Agreement
and described on Schedule 7.13 and any renewal, extension, amendment or
modification of any of such Lien, provided that the total principal amount
secured by any such Lien never exceeds the total principal amount secured by
such Lien on the date of this Agreement.

         (b) THIS TRANSACTION. Liens, if any, ever granted to the Administrative
Agent in favor of the LC Issuing Bank and the Lenders to secure all of any part
of the Obligations.

         (c) BONDS. Liens securing any industrial development, pollution control
or similar revenue bonds that never exceed a total principal amount of
$25,000,000.

         (d) FORECLOSED PROPERTIES. Liens existing on any property acquired by
any Company in connection with the foreclosure or other exercise of its Lien on
the property.

         (e) SETOFFS. Rights of set off or recoupment and banker's Liens,
subject to any limitations imposed upon them in the Credit Documents.

         (f) INSURANCE. Pledges or deposits made to secure payment of workers'
compensation, unemployment insurance or other forms of governmental insurance or
benefits or to participate in any fund in connection with workers' compensation,
unemployment insurance, pensions or other social security programs.

         (g) BIDS AND BONDS. Good faith pledges or deposits (i) for 10% or less
of the amounts due under (and made to secure) any Company's performance of bids,
tenders, contracts (except for the repayment of borrowed money), (ii) in respect
of any operating lease, that are for up to but not more than the greater of
either 10% of the total rental obligations for the term of the lease or 50% of
the total rental obligations payable during the first year of the lease, or
(iii) made to secure statutory obligations, surety or appeal bonds, or
indemnity, performance or other similar bonds benefiting any Company in the
ordinary course of its business.


<PAGE>   56
                                                                              50


         (h) PERMITS. Conditions in any permit, license or order issued by a
Governmental Authority for the ownership and operation of a pipeline that do not
materially impair the ownership or operation of such pipeline.

         (i) PROPERTY RESTRICTIONS. Zoning and similar restrictions on the use
of, and easements, restrictions, covenants, title defects and similar
encumbrances on, any Real Property or pipeline right-of-way that (i) do not
materially impair the Company's use of the Real Property or pipeline
right-of-way and (ii) are not violated by existing structures (including the
pipeline) or current land use.

         (j) EMINENT DOMAIN. The Right reserved to, or vested in, any
Governmental Authority (or granted by a Governmental Authority to another
Person) by the terms of any Right, franchise, grant, license, permit or Legal
Requirements to purchase or recapture, or to designate a purchaser of, any
property.

         (k) INCHOATE LIENS. If no Lien has been filed in any jurisdiction or
agreed to, (i) claims and Liens for Taxes not yet due and payable, (ii)
mechanic's Liens and materialman's Liens for services or materials and similar
Liens incident to construction and maintenance of real property, in each case
for which payment is not yet due and payable, (iii) landlord 's Liens for rental
not yet due and payable, and (iv) Liens of warehousemen and carriers and similar
Liens securing obligations that are not yet due and payable.

         (l) PERMITTED NON-RECOURSE DEBT. Liens securing obligations in respect
of Permitted Non-Recourse Debt of any Subsidiary of the Borrower.

         (m) MISCELLANEOUS. Any of the following to the extent that the validity
or amount is being contested in good faith and by appropriate and lawful
proceedings diligently conducted, reserve or other appropriate provision (if
any) required by GAAP has been made, levy and execution has not issued or
continues to be stayed, and they do not individually or collectively detract
materially from the value of the property of the Company in question or
materially impair the use of that property in the operation of its business: (i)
claims and Liens for Taxes; (ii) claims and Liens upon, and defects of title to,
real or personal property, including any attachment of personal or real property
or other legal process before adjudication of a dispute on the merits; (iii)
claims and Liens of mechanics, materialmen, warehousemen, carriers, landlords or
other similar Liens; (iv) Liens incident to construction and maintenance of real
property; and (v) adverse judgments, attachments or orders on appeal for the
payment of money.

         SECTION 9.4. EMPLOYEE PLANS.

         Except as disclosed on Schedule 7.11 or where not a Material Adverse
Event, the Borrower will not, and will not cause or permit any other Company to,
permit any of the events or circumstances described in Section 7.11 to exist or
occur.

         SECTION 9.5. TRANSACTIONS WITH AFFILIATES.


<PAGE>   57
                                                                              51


         The Borrower will not, and will not cause or permit any other Company
to, enter into any material transaction with any of its Affiliates except (a)
those described on Schedule 7.15, (b) transactions between the Borrower and a
Guarantor, (c) transactions permitted under Section 9.1 or 9.7, (d) transactions
in the ordinary course of business and upon fair and reasonable terms not
materially less favorable than it could obtain or could become entitled to in an
arm's-length transaction with a Person that was not its Affiliate, and (e)
compensation arrangements in the ordinary course of business with directors and
officers of the Companies.

         SECTION 9.6. COMPLIANCE WITH LEGAL REQUIREMENTS AND DOCUMENTS.

         The Borrower will not, and will not cause or permit any other Company
to: (a) violate the provisions of any Legal Requirements (including, without
limitation, OSHA and Environmental Laws) applicable to it or of any material
agreement to which it is a party if that violation alone, or when aggregated
with all other violations of Legal Requirements or other material agreements,
would be a Material Adverse Event, (b) violate in any material respect any
provision of its Constituent Documents, or (c) repeal, replace or amend any
provision of its Constituent Documents if that action would be a Material
Adverse Event.

         SECTION 9.7. INVESTMENTS.

         The Borrower will not, and will not cause or permit any other Company
(other than any Excluded Subsidiary) to, make any Investments except the
following (the "PERMITTED INVESTMENTS"):

         (a) INVESTMENT POLICY. Investments (i) in debt securities issued by
companies whose senior unsecured non-credit enhanced long term debt is rated at
least BBB- by Standard & Poor's Ratings Services ("S&P") and Baa3 by Moody's
Investors Service, Inc. ("MOODY'S"), (ii) in (A) marketable obligations,
maturing within 12 months after acquisition thereof, issued or unconditionally
guaranteed by (x) the United States of America or any instrumentality or agency
thereof and entitled to the full faith and credit of the United States of
America or (y) any state, commonwealth or territory of the United States of
America, or by any political subdivision or taxing authority of any such state,
commonwealth or territory, in each case the securities of which state,
commonwealth, territory, political subdivision or taxing authority is rated at
least A by S&P or A2 by Moody's, (B) domestic and eurodollar demand deposits and
time deposits (including certificates of deposit) maturing within 12 months from
the date of deposit thereof, (x) with any office of any Lender, (y) with a
domestic office of any national or state bank or trust company that is organized
under the laws of the United States of America or any state or commonwealth
therein, that has capital, surplus and undivided profits of at least
$500,000,000, and whose long-term certificates of deposit are rated at least Aa3
by Moody's or AA- by S&P or (z) with any branch of any Lender or any commercial
bank organized under the laws of the United Kingdom, Canada or Japan having a
combined capital and surplus of not less than $500,000,000 and whose long-term
certificates of deposit are rated at least Aa3 by Moody's or AA- by S&P or an
equivalent rating by one or more other rating agencies reasonably acceptable to
the Administrative Agent; (C) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clause (A)
above entered into with any Lender

<PAGE>   58
                                                                              52


or any other commercial bank meeting the specifications of clause (B) above; (D)
open market commercial paper, maturing within 270 days after acquisition
thereof, that are rated at least P-1 by Moody's or A-1 by S&P; and (E) money
market or other mutual funds substantially all of whose assets comprise
securities of the types described in clauses (A) through (D) of this clause
(ii), and (iii) by TE Products or TEPPCO Crude Pipeline in certain preferred
stock, other Equity Interests and investor rights received as consideration
pursuant to the Exchange Agreement.

         (b) PERMITTED ACQUISITIONS. The ARCO Asset Acquisition and any other
Acquisition so long as (i) no Event of Default or Potential Default has occurred
and is continuing immediately before, or will occur as a result of (or otherwise
will occur immediately after), such Acquisition, (ii) such Acquisition will not
cause any of the representations or warranties (unless they speak to a specific
date or are based on facts that have changed by transactions contemplated or
expressly permitted by this Agreement) in the Credit Documents to be materially
incorrect, (iii) the assets that are the subject of Acquisition consist of
Equity Interests in a Person that is in, or other assets that are used and
useful in, the same or substantially the same types of businesses as the types
in which the Companies are principally engaged as of the date hereof, (iv) the
board of directors (or similar governing body) of any Person to be acquired has
not notified any Company or any Lender that it opposes the offer by any Company
to acquire such Person and that opposition has not been withdrawn, (v) if
structured as a merger or consolidation, Section 9.10 is complied with, and (vi)
promptly after that Acquisition is completed, the Borrower gives to the LC
Issuing Bank and the Lenders a written description of the acquired Person or
assets and of its business and operations.

         (c) FURTHER INVESTMENTS. Further Investments in any Company or
Significant Affiliate or in any other Person that was the subject of an
Acquisition permitted under subsection (b) above.

         SECTION 9.8. DISTRIBUTIONS.

         The Borrower will not, and will not cause or permit any other Company
to declare, make or pay any Distribution other than (a) Distributions from any
Subsidiary of the Borrower to the Borrower and the other owners (if any) of
Equity Interests in such Subsidiary, and (b) Distributions by the Borrower that
(i) will not violate its Constituent Documents and (ii) do not exceed "Available
Cash" as defined in the Borrower's Agreement of Limited Partnership, in each
case, so long as no Event of Default or Potential Default has occurred and is
continuing or will occur as a result of such Distribution.

         SECTION 9.9. DISPOSITION OF ASSETS.

         The Borrower will not, and will not cause or permit any other Company
(other than any Excluded Subsidiary) to, sell, assign, lease, transfer or
otherwise dispose of any of its assets (including equity interests in any other
Company) other than (a) pursuant to the Aerie Leases, (b) dispositions in the
ordinary course of business for a fair and adequate consideration, (c)
dispositions to any other Company that is a Guarantor, (d) dispositions to any
Excluded Subsidiary in connection with a transaction involving the issuance by
such Excluded Subsidiary of Permitted Non-Recourse Debt for the purposes
described in clause (ii) of the definition of

<PAGE>   59
                                                                              53


"Permitted Non-Recourse Debt", (e) dispositions of assets that are obsolete or
are no longer in use and are not significant to the continuation of such
Company's business and (f) any other disposition of assets, provided that the
Borrower is in compliance with Section 3.2(d), if applicable, with respect to
such disposition of assets.

         SECTION 9.10. MERGERS, CONSOLIDATIONS AND DISSOLUTIONS.

         The Borrower will not, and will not cause or permit any other Company
(other than any Excluded Subsidiary) to, merge or consolidate with any other
Person or dissolve, except (a) so long as no Event of Default or Potential
Default has occurred and is continuing or will occur as a result of such
transaction, any merger or consolidation involving one or more Companies (so
long as, if the Borrower is involved, it is the survivor), and (b) dissolution
of any Company (other than the Borrower) if substantially all of its assets have
been conveyed to any Company or disposed of as permitted in Section 9.9.

         SECTION 9.11. AMENDMENT OF CONSTITUENT DOCUMENTS.

         The Borrower will not, and will not cause or permit any other Company
(other than any Excluded Subsidiary) to, materially amend or modify its
Constituent Documents.

         SECTION 9.12. ASSIGNMENT.

         The Borrower will not, and will not cause or permit any other Company
to, assign or transfer any of its Rights, duties or obligations under any of the
Credit Documents.

         SECTION 9.13. FISCAL YEAR AND ACCOUNTING METHODS.

         The Borrower will not, and will not cause or permit any other Company
to, change its fiscal year for accounting purposes or any material aspect of its
method of accounting except to conform any new Subsidiary's accounting methods
to the Borrower's accounting methods.

         SECTION 9.14. NEW BUSINESS.

         The Borrower will not, and will not cause or permit any other Company
to, engage in any business except the businesses in which it is presently
engaged and any other reasonably related business.

         SECTION 9.15. GOVERNMENT REGULATIONS.

         The Borrower will not, and will not cause or permit any other Company
to, conduct its business in a way that causes the Borrower or such Company to
become regulated under the Investment Company Act of 1940 or the Public Utility
Holding Company Act of 1935.

         SECTION 9.16. SENIOR NOTES.

         The Borrower will not, and will not cause or permit any other Company
to, (i) secure the obligations of any Company under the Senior Notes or the
related Indenture, (ii) increase the

<PAGE>   60
                                                                              54


principal amount of the Senior Notes, (iii) amend or modify any scheduled date
of payment of principal under the Senior Notes or the related Indenture, or (iv)
increase the stated rate of any interest applicable to the Senior Notes.

         SECTION 9.17. STRICT COMPLIANCE.

         The Borrower will not, and will not cause or permit any other Company
to, do indirectly anything that it may not do directly under any covenant in any
Credit Document.

         SECTION 9.18. RESTRICTIVE AGREEMENTS.

         The Borrower will not, and will not cause or permit any other Company
to, enter into any agreement, contract, arrangement or other obligation if the
effect of such agreement, contract, arrangement or other obligation is (a) to
impose any restriction, other than in connection with the issuance by any
Subsidiary of the Borrower of Permitted Non-Recourse Debt, on the ability of any
such Subsidiary to make or declare Distributions to the holders of its Equity
Interests that is more restrictive than the restrictions that are in effect on
the date of this Agreement and disclosed on Schedule 7.20 or (b) to restrict the
ability of any Company to create or maintain Liens on its assets in favor of the
Administrative Agent, the LC Issuing Bank and the Lenders to secure, in whole or
part, the Obligations, except with respect to (i) agreements, contracts,
arrangements or other obligations of any Subsidiary of the Borrower acquired by
the Borrower or any Subsidiary of the Borrower after the date hereof to the
extent that such acquired Subsidiary was a party to such agreements, contracts,
arrangements or other obligations prior to its acquisition by the Borrower or
any Subsidiary of the Borrower and (ii) the issuance by any Subsidiary of the
Borrower of Permitted Non-Recourse Debt.

                                   ARTICLE X
                               FINANCIAL COVENANTS

         Until the Commitments have been terminated and the Obligations have
been fully paid and performed, the Borrower covenants and agrees with the
Administrative Agent, the LC Issuing Bank and the Lenders that, without first
obtaining the Required Lenders' consent to the contrary:

         SECTION 10.1. MINIMUM NET WORTH.

         As of the last day of each fiscal quarter of the Borrower, Consolidated
Net Worth will not be less than the sum of (a) 80% of Consolidated Net Worth as
of March 31, 2000, plus (b) 100% of the Net Cash Proceeds of all Equity Events
occurring after December 31, 1999.

         SECTION 10.2. MAXIMUM FUNDED DEBT TO PRO FORMA EBITDA.


<PAGE>   61
                                                                              55


         As of the last day of each fiscal quarter of the Borrower, the ratio of
Consolidated Funded Debt to Pro Forma EBITDA for the period consisting of four
consecutive fiscal quarters taken as a single accounting period and ending on
such day will be less than the amount specified below for such fiscal quarter:

<TABLE>
<CAPTION>
         -------------------------------------------------------
         QUARTER(S) ENDING                       RATIO
         -------------------------------------------------------
<S>                                          <C>
         06/30/00 through 03/31/01           5.00 to 1.00
         -------------------------------------------------------
         06/30/01 and thereafter             4.50 to 1.00
         -------------------------------------------------------
</TABLE>

         SECTION 10.3. FIXED CHARGE COVERAGE RATIO.

         As of the last day of each fiscal quarter of the Borrower, the ratio of
(a) EBITDA of the Borrower to (b) the sum of Interest Expense of the Borrower
and Maintenance Capital Expenditures of the Borrower, in each case, (x) for the
four consecutive fiscal quarters taken as a single accounting period and ending
on such day and (y) excluding Interest Expense and Maintenance Capital of any
Excluded Subsidiary of the Borrower, will not be less than 1.75 to 1.00.

                                   ARTICLE XI
                                EVENTS OF DEFAULT

         The term "EVENT OF DEFAULT" means the occurrence of any one or more of
the following:

         SECTION 11.1. PAYMENT OF OBLIGATIONS.

         The Borrower's failure or refusal to pay (a) principal of any Note on
or before the date due or (b) any other part of the Obligations (including fees
due under the Credit Documents) on or before three Business Days after the date
due.

         SECTION 11.2. COVENANTS.

         Any Company's failure or refusal to punctually and properly perform,
observe and comply with any covenant (other than covenants to pay the
Obligations) applicable to it:

         (a) In Article 9 or 10; or

         (b) In Section 8.1, and such failure or refusal continues for ten days
after the earlier of (i) any Company's obtaining knowledge of such failure or
refusal and (ii) any Company's being notified of such failure or refusal by the
Administrative Agent, the LC Issuing Bank or any Lender; or

         (c) In any other provision of any Credit Document, and that failure or
refusal continues for 30 days after the earlier of (i) any Company's obtaining
knowledge of such failure or refusal and (ii) any Company's being notified of
such failure or refusal by the Administrative Agent, the LC Issuing Bank or any
Lender.


<PAGE>   62
                                                                              56


         SECTION 11.3. DEBTOR RELIEF.

         The Borrower or any Significant Subsidiary (a) is not Solvent, (b)
fails to pay its Debts generally as they become due, (c) voluntarily seeks,
consents to or acquiesces in the benefit of any Debtor Law, or (d) becomes a
party to or is made the subject of any proceeding (except as a creditor or
claimant) provided for by any Debtor Law (unless, if the proceeding is
involuntary, the applicable petition is dismissed within 60 days after its
filing).

         SECTION 11.4. JUDGMENTS AND ATTACHMENTS.

         Where the amounts in controversy or of any judgments, as the case may
be, exceed (from and after the date hereof and individually or collectively)
$25,000,000 for the Borrower or TE Products or $1,000,000 for any other Company,
and such Person fails (a) to have discharged, within 60 days after its
commencement, any attachment, sequestration or similar proceeding against any of
its assets or (b) to pay any money judgment against it within ten days before
the date on which any of its assets may be lawfully sold to satisfy that
judgment.

         SECTION 11.5. GOVERNMENT ACTION.

         Either (a) a final non-appealable order is issued by any Governmental
Authority (including the United States Justice Department) seeking to cause any
Company (other than any Excluded Subsidiary) to divest a significant portion of
its assets under any antitrust, restraint of trade, unfair competition, industry
or similar Legal Requirements, or (b) any Governmental Authority condemns,
seizes or otherwise appropriates or takes custody or control of all or any
substantial portion of any Company's (other than any Excluded Subsidiary) assets
and, in either case, such event constitutes a Material Adverse Event.

         SECTION 11.6. MISREPRESENTATION.

         Any representation or warranty made by any Company in any Credit
Document at any time proves to have been materially incorrect when made.

         SECTION 11.7. CHANGE OF CONTROL.

         Any one or more of the following occurs or exists: (a) the Borrower
ceases to own at least 98.9899% of the limited partner interests in TE Products
or TCTM; or (b) Texas Eastern or any other Subsidiary of Duke Energy Corporation
or Duke Energy Field Services Corporation ceases to be the sole general partner
of the Borrower, TCTM or TE Products.

         SECTION 11.8. OTHER DEBT.

         In respect of the Senior Notes or any other Debt owed by any Company
(other than the Obligations) individually or collectively of at least
$10,000,000 (a) any Company fails to make any payment when due (inclusive of any
grace, extension, forbearance or similar period), or (b) any default or other
event or condition occurs or exists beyond the applicable grace or cure period,
the effect of which is to cause or to permit any holder of that Debt to cause
(whether or

<PAGE>   63
                                                                              57


not it elects to cause) any of that Debt to become due before its stated
maturity or regularly scheduled payment dates, or (c) any of that Debt is
declared to be due and payable or required to be prepaid by any Company before
its stated maturity.

         SECTION 11.9. FINA/BASF CONTRACTS.

         Any default or other condition or event shall occur and be continuing
under any FINA/BASF Contract that constitutes a Material Adverse Event.

         SECTION 11.10. VALIDITY AND ENFORCEABILITY.

         Once executed, this Agreement, any Note or Guaranty ceases to be in
full force and effect in any material respect or is declared to be null and void
or its validity or enforceability is contested in writing by any Company party
to it or any Company party to it denies in writing that it has any further
liability or obligations under it except in accordance with that document's
express provisions or as the appropriate parties under Section 14.8 below may
otherwise agree in writing.

         SECTION 11.11. MINIMUM EQUITY EVENT.

         One or more Equity Events yielding Net Cash Proceeds of at least $75
million in the aggregate shall not have occurred on or prior to the Stated Term
Termination Date unless on or prior to the Stated Term Termination Date, the
principal amount of all Term Borrowings has been paid.

         SECTION 11.12. ARCO ASSET ACQUISITION AGREEMENT.

         The ARCO Asset Acquisition Agreement ceases to be in full force and
effect in any material respect or is declared to be null and void, or the
validity or enforceability of any material provision of such agreement is
contested in writing by any party to it, or any party to it denies in writing
that it has any further liability or obligations under it except in accordance
with that document's express provisions.

                                  ARTICLE XII
                               RIGHTS AND REMEDIES

         SECTION 12.1. REMEDIES UPON EVENT OF DEFAULT.

         (a) DEBTOR RELIEF. Upon the occurrence of an Event of Default under
Section 11.3, the Commitments and the obligation of the LC Issuing Bank to issue
Letters of Credit shall automatically terminate, and the entire outstanding
principal amount of the Borrowings and all other accrued and unpaid portions of
the Obligations shall automatically become due and payable without any action of
any kind whatsoever.

         (b) OTHER EVENTS OF DEFAULT. If any Event of Default has occurred and
is continuing, subject to the terms of Section 13.5(b), the Administrative Agent
shall at the request, or may with the consent, of the Required Lenders, upon
notice to the Borrower, do any one or more of the

<PAGE>   64
                                                                              58


following: (i) If the maturity of the Obligations has not already been
accelerated under Section 12.1(a), declare the outstanding principal amount of
the Borrowings and all other accrued and unpaid portion of the Obligations
immediately due and payable, whereupon they shall be due and payable; (ii)
terminate the Commitments and the obligation of the LC Issuing Bank to issue
Letters of Credit; (iii) reduce any claim to judgment and (iv) exercise any and
all other legal or equitable Rights afforded by the Credit Documents, by
applicable Legal Requirements, or in equity.

         (c) CASH COLLATERAL ACCOUNT. Notwithstanding anything to the contrary
contained herein, no notice given or declaration made by the Administrative
Agent pursuant to this Article XII shall affect (i) the obligation of the LC
Issuing Bank to make any payment under any Letter of Credit in accordance with
the terms of such Letter of Credit or (ii) the obligations of each Lender in
respect of each such Letter of Credit; provided, however, that if an Event of
Default has occurred and is continuing, the Administrative Agent shall at the
request, or may with the consent, of the Required Lenders, upon notice to the
Borrower, require the Borrower to deposit with the Administrative Agent an
amount in the cash collateral account (the "CASH COLLATERAL ACCOUNT") described
below equal to the LC Oustandings on such date. Such Cash Collateral Account
shall at all times be free and clear of all rights or claims of third parties.
The Cash Collateral Account shall be maintained with the Administrative Agent in
the name of, and under the sole dominion and control of, the Administrative
Agent, and amounts deposited in the Cash Collateral Account shall bear interest
at a rate equal to the rate generally offered by SunTrust for deposits equal to
the amount deposited by the Borrower in the Cash Collateral Account, for a term
to be determined by the Administrative Agent, in its sole discretion. The
Borrower hereby grants to the Administrative Agent for the benefit of the LC
Issuing Bank and the Lenders a Lien in and hereby assigns to the Administrative
Agent for the benefit of LC Issuing Bank and the Lenders all of its right, title
and interest in, the Cash Collateral Account and all funds from time to time on
deposit therein to secure its reimbursement obligations in respect of Letters of
Credit. If any drawings then outstanding or thereafter made are not reimbursed
in full immediately upon demand or, in the case of subsequent drawings, upon
being made, then, in any such event, the Administrative Agent may apply the
amounts then on deposit in the Cash Collateral Account, in such priority as
specified in Section 3.11, toward the payment in full of any of the Obligations
as and when such obligations shall become due and payable. Upon payment in full,
after the termination of the Letters of Credit, of all such obligations, the
Administrative Agent will repay and reassign to the Borrower any cash then in
the Cash Collateral Account and the Lien of the Administrative Agent on the Cash
Collateral Account and the funds therein shall automatically terminate.

         (d) In addition, if at any time the Borrower is required to make a
prepayment under Section 3.2(d), no Revolving Borrowings or Term Borrowings, as
applicable, are outstanding, the Borrower shall deposit in the Cash Collateral
Account an amount equal to the LC Outstandings on such date. If, at any time no
Event of Default has occurred and is continuing and the cash on deposit in the
Cash Collateral Account shall exceed the LC Outstandings, then the
Administrative Agent will repay and reassign to the Borrower cash in an amount
equal to such excess, and the Lien of the Administrative Agent on such cash
shall automatically terminate.

<PAGE>   65
                                                                              59


         (e) OFFSET. If an Event of Default has occurred and is continuing, to
the extent lawful, upon notice to the Borrower, each Lender may exercise the
Rights of offset and banker's lien against each and every account and other
property, or any interest therein, which the Borrower may now or hereafter have
with, or which is now or hereafter in the possession of, such Lender to the
extent of the full amount of the Obligations then matured and owed to that
Lender.

         SECTION 12.2. COMPANY WAIVERS.

         To the extent lawful, the Borrower waives all other presentment and
demand for payment, protest, notice of intention to accelerate, notice of
acceleration and notice of protest and nonpayment and agrees that its liability
with respect to all or any part of the Obligations is not affected by any
renewal or extension in the time of payment of all or any part of the
Obligations, by any indulgence, or by any release or change in any security for
the payment of all or any part of the Obligations.

         SECTION 12.3. NOT IN CONTROL.

         Nothing in any Credit Documents gives or may be deemed to give to the
Administrative Agent, the LC Issuing Bank or any Lender the Right to exercise
control over any Company's Real Property, other assets, affairs or management or
to preclude or interfere with any Company's compliance with any Legal
Requirement or require any act or omission by any Company that may be harmful to
Persons or property. Any "Material Adverse Event" or other materiality or
substantiality qualifier of any representation, warranty, covenant, agreement or
other provision of any Credit Document is included for credit documentation
purposes only and does not imply or be deemed to mean that the Administrative
Agent, the LC Issuing Bank or any Lender acquiesces in any non-compliance by any
Company with any Legal Requirement, document, or otherwise or does not expect
the Companies to promptly, diligently and continuously carry out all appropriate
removal, remediation, compliance, closure or other activities required or
appropriate in accordance with all Environmental Laws. The Administrative
Agent's, the LC Issuing Bank's and the Lenders' power is limited to the Rights
provided in the Credit Documents. All of those Rights exist solely (and may be
exercised in manner calculated by the Administrative Agent, the LC Issuing Bank
or the Lenders in their respective good faith business judgment) to assure
payment and performance of the Obligations.

         SECTION 12.4. COURSE OF DEALING.

         The acceptance by the Administrative Agent, the LC Issuing Bank or the
Lenders of any partial payment on the Obligations is not a waiver of any Event
of Default then existing. No waiver by the Administrative Agent, the LC Issuing
Bank, the Required Lenders or the Lenders of any Event of Default is a waiver of
any other then-existing or subsequent Event of Default. No delay or omission by
the Administrative Agent, the LC Issuing Bank, the Required Lenders or the
Lenders in exercising any Right under the Credit Documents impairs that Right or
is a waiver thereof or any acquiescence therein, nor will any single or partial
exercise of any Right preclude other or further exercise thereof or the exercise
of any other Right under the Credit Documents or otherwise.


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         SECTION 12.5. CUMULATIVE RIGHTS.

         All Rights available to the Administrative Agent, the LC Issuing Bank,
the Required Lenders and the Lenders under the Credit Documents are cumulative
of and in addition to all other Rights granted to the Administrative Agent, the
LC Issuing Bank, the Required Lenders and the Lenders at law or in equity,
whether or not the Obligations are due and payable and whether or not the
Administrative Agent, the LC Issuing Bank, the Required Lenders or the Lenders
have instituted any suit for collection, foreclosure or other action in
connection with the Credit Documents.

         SECTION 12.6. APPLICATION OF PROCEEDS.

         Any and all proceeds ever received by the Administrative Agent or the
Lenders from the exercise of any Rights pertaining to the Obligations shall be
applied to the Obligations according to Section 3.11.

         SECTION 12.7. EXPENDITURES BY LENDERS.

         Any costs and reasonable expenses spent or incurred by the
Administrative Agent, the LC Issuing Bank or any Lender in the exercise of any
Right under any Credit Document shall be payable by the Borrower to the
Administrative Agent within ten Business Days after such Person made demand for
payment of such amount from Borrower, accompanied by copies of supporting
invoices or statements (if any), shall become part of the Obligations and shall
bear interest at the Default Rate from the date spent until the date repaid.

         SECTION 12.8. LIMITATION OF LIABILITY.

         Neither the Administrative Agent, the LC Issuing Bank nor any Lender
shall be liable to any Company for any amounts representing indirect, special or
consequential damages suffered by any Company, except where such amounts are
based substantially on willful misconduct by the Administrative Agent, the LC
Issuing Bank or such Lender, but then only to the extent any damages resulting
from such willful misconduct are covered by the Administrative Agent's or that
the Lender's fidelity bond or other insurance.

                                  ARTICLE XIII
                        ADMINISTRATIVE AGENT AND LENDERS

         SECTION 13.1. THE ADMINISTRATIVE AGENT.

         (a) APPOINTMENT. Each of the LC Issuing Bank and each Lender appoints
the Administrative Agent (including, without limitation, each successor
Administrative Agent in accordance with this Section 13.1) as its nominee and
agent to act in its name and on its behalf (and the Administrative Agent and
each such successor accepts that appointment): (i) To act as its nominee and on
its behalf in and under all Credit Documents; (ii) to arrange the means whereby
its funds are to be made available to the Borrower under the Credit Documents;
(iii) to take any action that it properly requests under the Credit Documents
(subject to the concurrence

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                                                                              61


of other Lenders as may be required under the Credit Documents); (iv) to receive
all documents and items to be furnished to it under the Credit Documents; (v) to
be the secured party, mortgagee, beneficiary, recipient and similar party in
respect of the Cash Collateral Account and any other collateral for the benefit
of the Lenders and the LC Issuing Bank (at any time an Event of Default or
Potential Default has occurred and is continuing); (vi) to promptly distribute
to it all material information, requests, documents and items received from any
Company under the Credit Documents; (vii) to promptly distribute to it its
ratable part of each payment or prepayment (whether voluntary, as proceeds of
collateral upon or after foreclosure, as proceeds of insurance thereon or
otherwise) in accordance with the terms of the Credit Documents; and (viii) to
deliver to the appropriate Persons requests, demands, approvals and consents
received from it. The Administrative Agent, however, may not be required to take
any action that exposes it to personal liability or that is contrary to any
Credit Document or applicable Legal Requirement.

         (b) SUCCESSOR. The Administrative Agent may, subject (at any time no
Event of Default or Potential Default has occurred and is continuing) to the
Borrower's prior written consent that may not be unreasonably withheld, assign
all of its Rights and obligations as the Administrative Agent under the Credit
Documents to any of its Affiliates, which Affiliate shall then be the successor
Administrative Agent under the Credit Documents. The Administrative Agent may
also, upon 30 days' prior notice to the Borrower, voluntarily resign. If the
initial or any successor Administrative Agent ever ceases to be a party to this
Agreement or if the initial or any successor Administrative Agent ever resigns,
then the Required Lenders shall (which, if no Event of Default or Potential
Default has occurred and is continuing, is subject to the Borrower's approval
that may not be unreasonably withheld) appoint the successor Administrative
Agent from among the Lenders (other than the resigning Administrative Agent). If
the Required Lenders fail to appoint a successor Administrative Agent within 30
days after the resigning Administrative Agent has given notice of resignation,
then the resigning Administrative Agent may, on behalf of the Lenders, upon 30
days prior notice to the Borrower, appoint a successor Administrative Agent,
subject (at any time no Event of Default or Potential Default has occurred and
is continuing) to the Borrower's prior written consent that may not be
unreasonably withheld, which must be a commercial bank having a combined capital
and surplus of at least $1,000,000,000 (as shown on its most recently published
statement of condition). Upon its acceptance of appointment as successor
Administrative Agent, the successor Administrative Agent shall succeed to and
become vested with all of the Rights of the prior Administrative Agent, and the
prior Administrative Agent shall be discharged from its duties and obligations
as Administrative Agent under the Credit Documents, and each Lender shall
execute the documents that any Lender, the resigning Administrative Agent or the
successor Administrative Agent reasonably requests to reflect the change. After
any Administrative Agent's resignation as the Administrative Agent under the
Credit Documents, the provisions of this section inure to its benefit as to any
actions taken or not taken by it while it was the Administrative Agent under the
Credit Documents.

         (c) RIGHTS AS LENDER. The Administrative Agent, in its capacity as a
Lender, has the same Rights under the Credit Documents as any other Lender and
may exercise those Rights as if it were not acting as the Administrative Agent.
The Administrative Agent's resignation or

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                                                                              62


removal does not impair or otherwise affect any Rights that it has or may have
in its capacity as an individual Lender. Each Lender, the LC Issuing Bank and
the Borrower agree that the Administrative Agent is not a fiduciary for the
Lenders, the LC Issuing Bank or the Borrower but is simply acting in the
capacity described in this Agreement to alleviate administrative burdens for the
Borrower, the LC Issuing Bank and the Lenders, that the Administrative Agent has
no duties or responsibilities to the Lenders, the LC Issuing Bank or the
Borrower except those expressly set forth in the Credit Documents, and that the
Administrative Agent in its capacity as a Lender has the same Rights as any
other Lender.

         (d) OTHER ACTIVITIES. The Administrative Agent or any Lender may now or
in the future be engaged in one or more loan, letter of credit, leasing or other
financing transactions with the Borrower, act as trustee or depositary for the
Borrower or otherwise be engaged in other transactions with the Borrower
(collectively, the "other activities") not the subject of the Credit Documents.
Without limiting the Rights of the Lenders or the LC Issuing Bank specifically
set forth in the Credit Documents, neither the Administrative Agent, the LC
Issuing Bank nor any Lender is responsible to account to the other Lenders or
the LC Issuing Bank for those other activities, and neither any Lender nor the
LC Issuing Bank shall have any interest in any other Lender's or the LC Issuing
Bank's activities, any present or future guaranties by or for the account of the
Borrower that are not contemplated by or included in the Credit Documents, any
present or future offset exercised by the Administrative Agent, the LC Issuing
Bank or any Lender in respect of those other activities, any present or future
property taken as security for any of those other activities or any property now
or hereafter in the Administrative Agent's or any other Lender's possession or
control that may be or become security for the obligations of the Borrower
arising under the Credit Documents by reason of the general description of
indebtedness secured or of property contained in any other agreements, documents
or instruments related to any of those other activities (but, if any payments in
respect of those guaranties or that property or the proceeds thereof is applied
by the Administrative Agent, the LC Issuing Bank or any Lender to reduce the
Obligations, then each of the LC Issuing Bank and each Lender is entitled to
share in the application as provided in the Credit Documents).

         SECTION 13.2. EXPENSES.

         Each Lender shall pay its Commitment Percentage of any reasonable
expenses (including court costs, reasonable attorneys' fees and other costs of
collection) incurred by the Administrative Agent or in connection with any of
the Credit Documents if the Administrative Agent is not reimbursed from other
sources within 30 days after incurrence. Each Lender is entitled to receive its
Commitment Percentage of any reimbursement that it makes to the Administrative
Agent if the Administrative Agent is subsequently reimbursed from other sources.

         SECTION 13.3. PROPORTIONATE ABSORPTION OF LOSSES.

         Except as otherwise provided in the Credit Documents, nothing in the
Credit Documents gives any Lender any advantage over any other Lender insofar as
the Obligations are concerned or relieves any Lender from ratably absorbing any
losses sustained with respect to the

<PAGE>   69
                                                                              63


Obligations (except to the extent unilateral actions or inactions by any Lender
result in the Borrower or any other obligor on the Obligations having any
credit, allowance, setoff, defense or counterclaim solely with respect to all or
any part of that Lender's part of the Obligations).

         SECTION 13.4. DELEGATION OF DUTIES; RELIANCE.

         The Lenders may perform any of their duties or exercise any of their
Rights under the Credit Documents by or through the Administrative Agent, and
the Lenders, the LC Issuing Bank and the Administrative Agent may perform any of
their duties or exercise any of their Rights under the Credit Documents by or
through their respective Representatives. The Administrative Agent, the LC
Issuing Bank, the Lenders and their respective Representatives (a) are entitled
to rely upon (and shall be protected in relying upon) any written or oral
statement believed by it or them to be genuine and correct and to have been
signed or made by the proper Person and, with respect to legal matters, upon
opinion of counsel selected by the Administrative Agent, the LC Issuing Bank or
that Lender (but nothing in this clause (a) permits the Administrative Agent to
rely on (i) oral statements if a writing is required by this Agreement or (ii)
any other writing if a specific writing is required by this Agreement), (b) are
entitled to deem and treat each Lender as the owner and holder of its portion of
the Obligations for all purposes until written notice of the assignment or
transfer is given to and received by the Administrative Agent (and any request,
authorization, consent or approval of any Lender is conclusive and binding on
each subsequent holder, assignee or transferee of or Participant in that
Lender's portion of the Obligations until that notice is given and received),
(c) are not deemed to have notice of the occurrence of an Event of Default
unless a responsible officer of the Administrative Agent, who handles matters
associated with the Credit Documents and transactions thereunder, has actual
knowledge or the Administrative Agent has been notified by a Lender, the LC
Issuing Bank or the Borrower, and (d) are entitled to consult with legal counsel
(including counsel for the Borrower), independent accountants, and other experts
selected by the Administrative Agent and are not liable for any action taken or
not taken in good faith by it in accordance with the advice of counsel,
accountants or experts.

         SECTION 13.5. LIMITATION OF THE ADMINISTRATIVE AGENT'S LIABILITY.

         (a) EXCULPATION. Neither the Administrative Agent nor any of its
Affiliates or Representatives will be liable to the LC Issuing Bank or any
Lender for any action taken or omitted to be taken by it or them under the
Credit Documents in good faith and believed by it to be within the discretion or
power conferred upon it or them by the Credit Documents or be responsible for
the consequences of any error of judgment (except for gross negligence or
willful misconduct), and neither the Administrative Agent nor any of its
Affiliates or Representatives has a fiduciary relationship with any Lender or
the LC Issuing Bank by virtue of the Credit Documents (but nothing in this
Agreement negates the obligation of the Administrative Agent to account for
funds received by it for the account of any Lender).

         (b) INDEMNITY. Unless indemnified to its satisfaction against loss,
cost, liability and expense, the Administrative Agent may not be compelled to do
any act under the Credit Documents or to take any action toward the execution or
enforcement of the powers thereby

<PAGE>   70
                                                                              64


created or to prosecute or defend any suit in respect of the Credit Documents.
If the Administrative Agent requests instructions from the Lenders, the LC
Issuing Bank or the Required Lenders, as the case may be, with respect to any
act or action in connection with any Credit Document, the Administrative Agent
is entitled to refrain (without incurring any liability to any Person by so
refraining) from that act or action unless and until it has received
instructions. In no event, however, may the Administrative Agent or any of its
Representatives be required to take any action that it or they determine could
incur for it or them criminal or onerous civil liability. Without limiting the
generality of the foregoing, neither the LC Issuing Bank nor any Lender has any
right of action against the Administrative Agent as a result of the
Administrative Agent's acting or refraining from acting under this Agreement in
accordance with instructions of the Required Lenders.

         (c) RELIANCE. The Administrative Agent is not responsible to the LC
Issuing Bank or any Lender or any Participant for, and each of the LC Issuing
Bank and each Lender represents and warrants that it has not relied upon the
Administrative Agent in respect of, (i) the creditworthiness of any Company and
the risks involved to the LC Issuing Bank or such Lender, as the case may be,
(ii) the effectiveness, enforceability, genuineness, validity or the due
execution of any Credit Document, (iii) any representation, warranty, document,
certificate, report or statement made therein or furnished thereunder or in
connection therewith, (iv) the adequacy of any collateral now or hereafter
securing the Obligations or the existence, priority or perfection of any Lien
now or hereafter granted or purported to be granted on the collateral under any
Credit Document, or (v) observation of or compliance with any of the terms,
covenants or conditions of any Credit Document on the part of the General
Partner or any Company. EACH LENDER AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT
AND ITS REPRESENTATIVES AND HOLD THEM HARMLESS FROM AND AGAINST (BUT LIMITED TO
SUCH LENDER'S COMMITMENT PERCENTAGE OF) ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, REASONABLE
EXPENSES AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER THAT MAY
BE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY THEM IN ANY WAY RELATING TO OR
ARISING OUT OF THE CREDIT DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THEM UNDER
THE CREDIT DOCUMENTS IF THE ADMINISTRATIVE AGENT AND ITS REPRESENTATIVES ARE NOT
REIMBURSED FOR SUCH AMOUNTS BY ANY COMPANY. ALTHOUGH THE ADMINISTRATIVE AGENT
AND ITS REPRESENTATIVES HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS AGREEMENT BY
THE LENDERS FOR ITS OR THEIR OWN ORDINARY NEGLIGENCE, THE ADMINISTRATIVE AGENT
AND ITS REPRESENTATIVES DO NOT HAVE THE RIGHT TO BE INDEMNIFIED UNDER THIS
AGREEMENT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

         SECTION 13.6. EVENT OF DEFAULT.

         If an Event of Default has occurred and is continuing, the Lenders
agree to promptly confer in order that the Required Lenders or the Lenders, as
the case may be, may agree upon a

<PAGE>   71
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course of action for the enforcement of the Rights of the Lenders. The
Administrative Agent is entitled to act or refrain from taking any action
(without incurring any liability to any Person for so acting or refraining)
unless and until it has received instructions from the Required Lenders. In
actions with respect to any Company's property, the Administrative Agent is
acting for the ratable benefit of each Lender.

         SECTION 13.7. LIMITATION OF LIABILITY.

         No Lender or any Participant will incur any liability to any other
Lender or Participant except for acts or omissions in bad faith, and neither the
Administrative Agent nor any Lender or Participant will incur any liability to
any other Person for any act or omission of any other Lender or any Participant.

         SECTION 13.8. OTHER AGENTS.

         SunTrust Equitable Securities Corporation is named on the cover page as
"Sole Lead Arranger" but does not, in such capacity, assume any responsibility
or obligation under this Agreement for syndication, documentation, servicing,
enforcement or collection of any part of the Obligations, nor any other duties,
as agent for the LC Issuing Bank or the Lenders.

         SECTION 13.9. RELATIONSHIP OF LENDERS.

         The Credit Documents do not create a partnership or joint venture among
the Administrative Agent, the LC Issuing Bank and the Lenders or among the
Lenders.

         SECTION 13.10. BENEFITS OF AGREEMENT.

         None of the provisions of this Article XIII inure to the benefit of any
Company or any other Person except the Administrative Agent, the LC Issuing Bank
and the Lenders. Therefore, no Company or any other Person is responsible or
liable for, entitled to rely upon or entitled to raise as a defense, in any
manner whatsoever, the failure of the Administrative Agent, the LC Issuing Bank
or any Lender to comply with these provisions.

                                  ARTICLE XIV
                                 MISCELLANEOUS

         SECTION 14.1. NONBUSINESS DAYS.

         Any payment or action that is due under any Credit Document on a
non-Business Day may be delayed until the next succeeding Business Day (but
interest accrues on any payment until it is made). If, however, the payment
concerns a LIBOR Rate Borrowing and if the next succeeding Business Day is in
the next calendar month, then that payment must be made on the next preceding
Business Day.



<PAGE>   72
                                                                              66
         SECTION 14.2. COMMUNICATIONS.

         Unless otherwise specified, any communication from one party to another
under any Credit Document must be in writing (which may be by fax) to be
effective and will be deemed to have been given (a) if by fax, when transmitted
to the appropriate fax number (which, without affecting the date when deemed
given, must be promptly confirmed by telephone), (b) if by mail, on the third
Business Day after it is enclosed in an envelope and properly addressed,
stamped, sealed and deposited in the appropriate official postal service, or (c)
if by any other means, when actually delivered; provided, further, that any such
communication to a Company from any Person that is not a Company shall be deemed
made to that Company only if it is sent to the Borrower or, if other than the
Borrower, to such Company in care of the Borrower. Until changed by notice under
this Agreement, the address, fax number and telephone number for the Borrower,
the LC Issuing Bank and the Administrative Agent are stated beside their
respective signatures to this Agreement and for each Lender are stated beside
its name on Schedule 2.

         SECTION 14.3. FORM AND NUMBER.

         The form, substance and number of counterparts of each writing to be
furnished under this Agreement must be satisfactory to the Administrative Agent
and the Borrower.

         SECTION 14.4. EXCEPTIONS.

         An exception to any Credit Document covenant or agreement does not
permit violation of any other Credit Document covenant or agreement.

         SECTION 14.5. SURVIVAL.

         All Credit Document provisions survive all closings and are not
affected by any investigation by any party.

         SECTION 14.6. GOVERNING LAW.

         Unless otherwise specified, each Credit Document shall be governed by,
and construed in accordance with, the law of the State of New York and the
United States of America.

         SECTION 14.7. INVALID PROVISIONS.

         If any provision of a Credit Document is judicially determined to be
unenforceable, then all other provisions of it remain enforceable. If the
provision determined to be unenforceable is a material part of that Credit
Document, then, to the extent lawful, it shall be replaced by a
judicially-construed provision that is enforceable but otherwise as similar in
substance and content to the original provision as the context of it reasonably
allows.

         SECTION 14.8. AMENDMENTS, SUPPLEMENTS, WAIVERS, CONSENTS AND CONFLICTS.

         (a) ALL LENDERS. Any amendment or supplement to, or waiver or consent
under, any Credit Document that purports to accomplish any of the following must
be by a writing executed by the Borrower and executed (or approved in writing,
as the case may be) by all the Lenders: (i) Extends the due date for, decreases
the amount or rate of calculation of or waives the late or non-payment

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of, any scheduled payment or mandatory prepayment of principal or interest of
any of the Obligations or any fees payable ratably to the Lenders under the
Credit Documents, except, in each case, any adjustments or reductions that are
contemplated by any Credit Document; (ii) changes the definition of
"Commitment", "Commitment Percentage", "Default Percentage", "Revolving
Commitment", "Revolving Commitment Percentage", "Term Commitment", "Term
Commitment Percentage" or "Required Lenders", (iii) increases any part of any
Lender's Commitment, other than pursuant to Section 2.7; (iv) fully or partially
releases or amends any Guaranty, except, in each case, as expressly provided by
any Credit Document or as a result of a merger, consolidation or dissolution
expressly permitted in the Credit Documents; (v) consents to any assignment by
the Borrower under Section 14.10(a); or (vi) changes this clause (a) or any
other matter specifically requiring the consent of all the Lenders under any
Credit Document.

         (b) THE ADMINISTRATIVE AGENT. Any amendment or supplement to, or waiver
or consent under, any Credit Document that purports to accomplish any of the
following must be by a writing executed by the Borrower and executed (or
approved in writing, as the case may be) by the Administrative Agent: (i)
extends the due date for, decreases the amount or rate of calculation of, or
waives the late or non-payment of, any fees payable to the Administrative Agent
under any Credit Document, except, in each case, any adjustments or reductions
that are contemplated by any Credit Document; (ii) increases the Administrative
Agent's obligations beyond its agreements under any Credit Document; or (iii)
changes this clause (b) or any other matter specifically requiring the consent
of the Administrative Agent under any Credit Document.

         (c) THE LC ISSUING BANK. Any amendment or supplement to, or waiver or
consent under, any Credit Document that purports to accomplish any of the
following must be in writing executed by the Borrower and executed (or approved
in writing, as the case may be) by the LC Issuing Bank: (i) extends the due date
for, decreases the amount or rate of calculation of, or waives the late or
non-payment of, any reimbursement obligation or fees payable to the LC Issuing
Bank under or in connection with any Credit Document, except, in each case, any
adjustments or reductions that are contemplated by any Credit Document; (ii)
increases the LC Issuing Bank's obligations beyond its agreements under any
Credit Document; or (iii) changes this clause (c) or any other matter
specifically requiring the consent of the LC Issuing Bank under any Credit
Document.

         (d) THE REQUIRED LENDERS. Except as specified above (i) the provisions
of this Agreement may be amended and supplemented, and waivers and consents
under it may be given, in writing executed by the Borrower and the Required
Lenders and otherwise supplemented only by documents delivered in accordance
with the express terms of this Agreement, and (ii) each other Credit Document
may only be amended and supplemented, and waivers and consents under it may be
given, in a writing executed by the parties to that Credit Document that is also
executed or approved by the Required Lenders and otherwise supplemented only by
documents delivered in accordance with the express terms of that other Credit
Document.

         (e) WAIVERS. No course of dealing or any failure or delay by the
Administrative Agent, the LC Issuing Bank, any Lender or any of their respective
Representatives with respect to exercising any Right of the Administrative
Agent, the LC Issuing Bank or any Lender under any

<PAGE>   74
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Credit Document operates as a waiver of that Right. A waiver must be in writing
and signed by the parties otherwise required by this Section 14.8 to be
effective and will be effective only in the specific instance and for the
specific purpose for which it is given.

         (f) CONFLICTS. Although this Agreement and other Credit Documents may
contain additional and different terms and provisions, any conflict or ambiguity
between the express terms and provisions of this Agreement and express terms and
provisions in any other Credit Document is controlled by the express terms and
provisions of this Agreement.

         SECTION 14.9. COUNTERPARTS.

         Any Credit Document may be executed in a number of identical
counterparts (including, at the Administrative Agent's discretion, counterparts
or signature pages executed and transmitted by fax) with the same effect as if
all signatories had signed the same document. All counterparts must be construed
together to constitute one and the same instrument. Certain parties to this
Agreement may execute multiple signature pages to this Agreement as well as one
or more complete counterparts of it, and the Borrower, the LC Issuing Bank and
the Administrative Agent are authorized to execute, where applicable, those
separate signature pages and insert them, along with signature pages of other
parties to this Agreement, into one or more complete counterparts of this
Agreement that contain signatures of all parties to it.

         SECTION 14.10. PARTIES.

         (a) PARTIES AND BENEFICIARIES. Each Credit Document binds and inures to
the parties to it and each of their respective successors and permitted assigns.
Only those Persons may rely upon or raise any defense about this Agreement. No
Company may assign or transfer any Rights or obligations under any Credit
Document without first obtaining the consent of all the Lenders and the LC
Issuing Bank, and any purported assignment or transfer without the consent of
all the Lenders and the LC Issuing Bank is void. No Lender may transfer, pledge,
assign, sell any participation in, or otherwise encumber its portion of the
Obligations except as permitted by clause (c) or (d) below, neither of which
provisions permit any Lender to transfer, pledge, assign, sell any participation
in or otherwise encumber any of its portion of the Obligations for consideration
that, directly or indirectly, reflects a discount from face value (i.e., full
principal amount involved plus accrued and unpaid interest and fees related to
it) without first having offered that transfer, pledge, assignment,
participation or encumbrance to all other Lenders ratably according to their
Commitment Percentages or Default Percentages, as the case may be.

         (b) RELATIONSHIP OF PARTIES. The relationship between (x) each of the
LC Issuing Bank and each Lender and (y) each Company is that of creditor/secured
party and obligor, respectively. Financial covenant and reporting provisions in
the Credit Documents are intended solely for the benefit of each of the LC
Issuing Bank and each Lender to protect its interest as a creditor/secured
party. Nothing in the Credit Documents may be construed as (i) permitting or
obligating the LC Issuing Bank or any Lender to act as a financial or business
advisor or consultant to any Company, (ii) permitting or obligating the LC
Issuing Bank or any Lender to control any Company or conduct its operations,
(iii) creating any fiduciary obligation of the LC


<PAGE>   75
                                                                              69


Issuing Bank or any Lender to any Company, or (iv) creating any joint venture,
agency or other relationship between the parties except as expressly specified
in the Credit Documents.

         (c) PARTICIPATIONS. Any Lender may (subject to the provisions of this
section, in accordance with applicable Legal Requirement, in the ordinary course
of its business, at any time, and with notice to the Borrower) sell to one or
more Persons (each a "PARTICIPANT") participating interests in its portion of
the Obligations so long as the minimum amount of such participating interest is
$5,000,000. The selling Lender remains a "Lender" under the Credit Documents,
the Participant does not become a "Lender" under the Credit Documents, and the
selling Lender's obligations under the Credit Documents remain unchanged. The
selling Lender remains solely responsible for the performance of its obligations
and remains the holder of its share of the Borrowings for all purposes under the
Credit Documents. The Borrower, the LC Issuing Bank and the Administrative Agent
shall continue to deal solely and directly with the selling Lender in connection
with that Lender's Rights and obligations under the Credit Documents, and each
Lender must retain the sole right and responsibility to enforce due obligations
of the Companies. Participants have no Rights under the Credit Documents except
as provided in the except clause of the last sentence of this Section 14.10(c).
Subject to the following, each Lender may obtain (on behalf of its Participants)
the benefits of Article 3 with respect to all participations in its part of the
Obligations outstanding from time to time so long as the Borrower is not
obligated to pay any amount in excess of the amount that would be due to that
Lender under Article 3 calculated as though no participations have been made. No
Lender may sell any participating interest under which the Participant has any
Rights to approve any amendment, modification or waiver of any Credit Document
except as to matters in Section 14.8(a)(i) and (ii).

         (d) ASSIGNMENTS. Each Lender may make assignments to any Federal
Reserve Bank, provided that any related costs, fees and expenses incurred by
such Lender in connection with such assignment or the re-assignment back to it
free of any interests of the Federal Reserve Bank, shall be for the sole account
of Lender. Each Lender may also assign to one or more assignees (each an
"ASSIGNEE") all or any part of its Rights and obligations under the Credit
Documents so long as (i) the assignor Lender and Assignee execute and deliver to
the Administrative Agent, the LC Issuing Bank and the Borrower for their consent
and acceptance (that may not be unreasonably withheld in any instance and is not
required by the Borrower if an Event of Default has occurred and is continuing)
an assignment and assumption agreement in substantially the form of Exhibit E
(an "ASSIGNMENT") and pay to the Administrative Agent a processing fee of $1,000
(which payment obligation is the sole liability, joint and several, of that
Lender and Assignee), (ii) the assignment must be for a minimum total Revolving
Commitment or outstanding Term Borrowing of $5,000,000, and, if the assignor
Lender retains any Revolving Commitment or outstanding Term Borrowings, as the
case may be, it must be a minimum total Commitment of $10,000,000, and (iii) the
conditions for that assignment set forth in the applicable Assignment are
satisfied. The Effective Date in each Assignment must (unless a shorter period
is agreed to by the Borrower and the Administrative Agent) be at least five
Business Days after it is executed and delivered by the assignor Lender and the
Assignee to the Administrative Agent and the Borrower for acceptance. Once such
Assignment is accepted by the Administrative Agent, the LC Issuing Bank and the
Borrower, and subject to all of the


<PAGE>   76
                                                                              70


following occurring, then, on and after the Effective Date stated in it (A) the
Assignee automatically shall become a party to this Agreement and, to the extent
provided in that Assignment, shall have the Rights and obligations of a Lender
under the Credit Documents, (B) in the case of an Assignment covering all of the
remaining portion of the assignor Lender's Rights and obligations under the
Credit Documents, the assignor Lender shall cease to be a party to the Credit
Documents, (C) the Borrower shall execute and deliver to the assignor Lender and
the Assignee the appropriate Notes in accordance with this Agreement following
the transfer, (D) upon delivery of the Notes under clause (C) the assignor
Lender shall return to the Borrower all Notes previously delivered to that
Lender under this Agreement, and (E) Schedule 2 shall be automatically amended
to reflect the name, address, telecopy number and Commitment of the Assignee and
the remaining Commitment (if any) of the assignor Lender, and the Administrative
Agent shall prepare and circulate to the Borrower, the LC Issuing Bank and the
Lenders an amended Schedule 2 reflecting those changes. Notwithstanding the
foregoing, no Assignee may be recognized as a party to the Credit Documents (and
the assignor Lender shall continue to be treated for all purposes as the party
to the Credit Documents) with respect to the Rights and obligations assigned to
that Assignee until the actions described in clauses (C) and (D) have occurred.
The Obligation is registered on the books of the Borrower as to both principal
and any stated interest, and transfers of (as opposed to participations in)
principal of and interest on the Obligations may be made only in accordance with
this Section.

         SECTION 14.11. VENUE, SERVICE OF PROCESS AND JURY TRIAL.

         THE BORROWER IN EACH CASE FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS,
IRREVOCABLY (A) SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND
FEDERAL COURTS IN NEW YORK, (B) WAIVES, TO THE FULLEST EXTENT LAWFUL, ANY
OBJECTION THAT IT MAY NOW OR IN THE FUTURE HAVE TO THE LAYING OF VENUE OF ANY
LITIGATION ARISING OUT OF OR IN CONNECTION WITH ANY CREDIT DOCUMENT AND THE
OBLIGATIONS BROUGHT IN ANY STATE COURT IN THE CITY OF NEW YORK, NEW YORK OR IN
ANY UNITED STATES DISTRICT COURT IN THE STATE OF NEW YORK, (C) WAIVES ANY CLAIMS
THAT ANY LITIGATION BROUGHT IN ANY OF THE FOREGOING COURTS HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM, (D) CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF
THOSE COURTS IN ANY LITIGATION BY THE MAILING OF COPIES OF THAT PROCESS BY
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, BY HAND DELIVERY OR
BY DELIVERY BY A NATIONALLY-RECOGNIZED COURIER SERVICE, AND SERVICE SHALL BE
DEEMED COMPLETE UPON DELIVERY OF THE LEGAL PROCESS AT ITS ADDRESS FOR PURPOSES
OF THIS AGREEMENT, (E) AGREES THAT ANY LEGAL PROCEEDING AGAINST ANY PARTY TO ANY
CREDIT DOCUMENT ARISING OUT OF OR IN CONNECTION WITH THE CREDIT DOCUMENTS OR THE
OBLIGATIONS MAY BE BROUGHT IN ONE OF THE FOREGOING COURTS, AND (F) IRREVOCABLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY CREDIT
DOCUMENT. The scope of each of the foregoing waivers is intended to be

<PAGE>   77
                                                                              71


all encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including, without limitation,
contract claims, tort claims, breach of duty claims and all other common law and
statutory claims. THE BORROWER ACKNOWLEDGES THAT THESE WAIVERS ARE A MATERIAL
INDUCEMENT TO THE ADMINISTRATIVE AGENT'S, THE LC ISSUING BANK'S AND EACH
LENDER'S AGREEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER HAS ALREADY RELIED ON THESE WAIVERS IN
ENTERING INTO THIS AGREEMENT, AND THAT ADMINISTRATIVE AGENT, THE LC ISSUING BANK
AND EACH LENDER WILL CONTINUE TO RELY ON EACH OF THESE WAIVERS IN RELATED FUTURE
DEALINGS. THE BORROWER FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THESE WAIVERS WITH ITS LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY
AGREES TO EACH WAIVER FOLLOWING CONSULTATION WITH LEGAL COUNSEL. The waivers in
this section are irrevocable, meaning that they may not be modified either
orally or in writing, and these waivers apply to any future renewals,
extensions, amendments, modifications or replacements in respect of the
applicable Credit Document. In connection with any Litigation, this Agreement
may be filed as a written consent to a trial by the court.

         SECTION 14.12. NON-RECOURSE TO THE GENERAL PARTNER.

         Neither the General Partner nor any director, officer, employee,
stockholder, member, manager or agent of the General Partner shall have any
liability for any obligations of the Borrower or any other Company under this
Agreement or any other Credit Document or for any claim based on, in respect of
or by reason of, such obligations or their creation, including any liability
based upon or arising by operation of law as a result of, the status or capacity
of the General Partner as the "general partner" of the Borrower or any other
Company. By executing this Agreement, the Administrative Agent, the LC Issuing
Bank and each Lender expressly waives and releases all such liability.

         SECTION 14.13. CONFIDENTIALITY.

         The Administrative Agent, the LC Issuing Bank and each Lender agrees
(on behalf of itself and each of its Affiliates, and its and each of their
respective Representatives) to keep and maintain any non-public information
supplied to it by or on behalf of any Company which is identified as being
confidential and shall not use any such information for any purpose other than
in connection with the administration or enforcement of this transaction.
However, nothing herein shall limit the disclosure of any such information (a)
to the extent required by Legal Requirement, (b) to counsel of the
Administrative Agent, the LC Issuing Bank or any Lender in connection with the
transactions provided for in this Agreement, (c) to bank examiners, auditors and
accountants, or (d) any Assignee or Participant (or prospective Assignee or
Participant) so long as such Assignee or Participant (or prospective Assignee or
Participant) first enters into a confidentiality agreement with the
Administrative Agent or such Lender.




<PAGE>   78
                                                                              72
         SECTION 14.14. ENTIRETY.

         THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE BORROWER,
THE LENDERS, THE LC ISSUING BANK AND THE ADMINISTRATIVE AGENT WITH RESPECT TO
SUBJECT MATTER SET FORTH THEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



<PAGE>   79

                                                                             S-1

         EXECUTED as of the date first stated in this Credit Agreement.

<TABLE>
<S>                                                      <C>
TEPPCO Partners, L.P.                                      TEPPCO PARTNERS, L.P., as Borrower
America Tower Bldg.
2929 Allen Parkway, Suite 3200                             By   TEXAS EASTERN PRODUCTS
Houston, TX  77019                                              PIPELINE COMPANY, LLC, as General
Attn:  Charles H. Leonard, Senior Vice                          Partner
       President, Chief Financial Officer &
       Treasurer                                                By /s/ Charles H. Leonard
                                                                   ----------------------
Phone: 713-759-3999                                                Charles H. Leonard, Senior Vice
Fax:   713-759-3957                                                President, Chief Financial Officer and
                                                                   Treasurer


SunTrust Bank                                              SUNTRUST BANK, as Administrative Agent, LC Issuing
303 Peachtree Street, N.E., 3rd Floor                      Bank and Lender
Atlanta, GA  30308
Attn:  Steven J. Newby,
       Vice President                                      By /s/  Steven J. Newby
                                                              --------------------
Phone: 404-658-4916                                           Name:  Steven J. Newby
Fax:   404-827-6270                                           Title: Vice President
</TABLE>