<PAGE>
                                                                   EXHIBIT 10.44


                                 CONFORMED COPY


                                CREDIT AGREEMENT

                                      AMONG

                              TEPPCO PARTNERS, L.P.
                                  AS BORROWER,

                                 SUNTRUST BANK,
                             AS ADMINISTRATIVE AGENT

                                       AND

                                CERTAIN LENDERS,
                                   AS LENDERS

                           DATED AS OF MARCH 28, 2002

                         $200,000,000 REVOLVING FACILITY


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


                   SUNTRUST ROBINSON HUMPHREY CAPITAL MARKETS,
                  A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.,
                              AS SOLE LEAD ARRANGER


                                UBS WARBURG, LLC
                                       AND
                           FIRST UNION NATIONAL BANK,
                            AS CO-SYNDICATION AGENTS

                                  BANK ONE, NA
                                       AND
                            THE BANK OF NOVA SCOTIA,
                           AS CO-DOCUMENTATION AGENTS



<PAGE>



                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
                                     ARTICLE I DEFINITIONS AND TERMS

SECTION 1.1. Definitions..........................................................................................1
SECTION 1.2. Time References.....................................................................................17
SECTION 1.3. Other References....................................................................................17
SECTION 1.4. Accounting Principles...............................................................................18

                                        ARTICLE II THE COMMITMENTS

SECTION 2.1. Revolving Facility..................................................................................18
SECTION 2.2. Borrowing Procedure.................................................................................18
SECTION 2.3. Effect of Requests..................................................................................19
SECTION 2.4. Termination of the Commitments......................................................................19
SECTION 2.5. Renewal of Commitments..............................................................................20

                                        ARTICLE III PAYMENT TERMS

SECTION 3.1. Notes and Payments..................................................................................21
SECTION 3.2. Interest and Principal Payments.....................................................................21
SECTION 3.3. Interest Options....................................................................................22
SECTION 3.4. Quotation of Rates..................................................................................23
SECTION 3.5. Default Rate........................................................................................23
SECTION 3.6. Interest Recapture..................................................................................23
SECTION 3.7. Interest and Fee Calculations.......................................................................23
SECTION 3.8. Maximum Rate........................................................................................23
SECTION 3.9. Interest Periods....................................................................................24
SECTION 3.10. Conversions........................................................................................24
SECTION 3.11. Order of Application...............................................................................25
SECTION 3.12. Sharing of Payments, Etc...........................................................................25
SECTION 3.13. Offset.............................................................................................26
SECTION 3.14. Booking Borrowings.................................................................................26
SECTION 3.15. Basis Unavailable or Inadequate for LIBOR Rate.....................................................26
SECTION 3.16. Additional Costs...................................................................................26
SECTION 3.17. Change in Legal Requirements.......................................................................28
SECTION 3.18. Funding Loss.......................................................................................28
SECTION 3.19. Foreign Lenders, Participants and Assignees........................................................28
SECTION 3.20. Discharge and Reinstatement........................................................................29

                                             ARTICLE IV FEES

SECTION 4.1. Treatment of Fees...................................................................................29
SECTION 4.2. Facility Fee........................................................................................29

                                      ARTICLE V CONDITIONS PRECEDENT

SECTION 5.1. Conditions Precedent to Closing.....................................................................29
SECTION 5.2. Conditions Precedent to Each Extension of Termination Date..........................................30
</Table>



<PAGE>


<Table>
<S>                                                                                                              <C>

                                               ARTICLE VI GUARANTIES

                                    ARTICLE VII REPRESENTATIONS AND WARRANTIES

SECTION 7.1. Purpose.............................................................................................31
SECTION 7.2. Subsidiaries and Significant Subsidiaries...........................................................31
SECTION 7.3. Existence, Authority and Good Standing..............................................................31
SECTION 7.4. Authorization and Contravention.....................................................................31
SECTION 7.5. Binding Effect......................................................................................32
SECTION 7.6. Current Financials..................................................................................32
SECTION 7.7. Solvency............................................................................................32
SECTION 7.8. Litigation..........................................................................................32
SECTION 7.9. Taxes...............................................................................................32
SECTION 7.10. Compliance with Law and Environmental Matters......................................................32
SECTION 7.11. Employee Plans.....................................................................................33
SECTION 7.12. Debt...............................................................................................33
SECTION 7.13. Properties; Liens..................................................................................33
SECTION 7.14. Governmental Regulations...........................................................................33
SECTION 7.15. Transactions with Affiliates.......................................................................34
SECTION 7.16. Leases.............................................................................................34
SECTION 7.17. Labor Matters......................................................................................34
SECTION 7.18. Intellectual Property..............................................................................34
SECTION 7.19. Insurance..........................................................................................34
SECTION 7.20. Restrictions on Distributions......................................................................34
SECTION 7.21. Full Disclosure....................................................................................35

                                    ARTICLE VIII AFFIRMATIVE COVENANTS

SECTION 8.1. Certain Items Furnished.............................................................................35
SECTION 8.2. Use of Credit.......................................................................................36
SECTION 8.3. Books and Records...................................................................................36
SECTION 8.4. Inspections.........................................................................................36
SECTION 8.5. Taxes...............................................................................................37
SECTION 8.6. Payment of Material Obligations.....................................................................37
SECTION 8.7. Expenses............................................................................................37
SECTION 8.8. Maintenance of Existence, Assets and Business.......................................................37
SECTION 8.9. Insurance...........................................................................................38
SECTION 8.10. Environmental Matters..............................................................................38
SECTION 8.11. Indemnification....................................................................................38

                                      ARTICLE IX NEGATIVE COVENANTS

SECTION 9.1. Debt................................................................................................39
SECTION 9.2. Prepayments.........................................................................................40
SECTION 9.3. Liens...............................................................................................40
SECTION 9.4. Employee Plans......................................................................................42
SECTION 9.5. Transactions with Affiliates........................................................................42
SECTION 9.6. Compliance with Legal Requirements and Documents....................................................42
SECTION 9.7. Distributions.......................................................................................42
SECTION 9.8. Disposition of Assets...............................................................................42
SECTION 9.9. Mergers, Consolidations and Dissolutions............................................................43
</Table>



                                       ii
<PAGE>


<Table>
<S>                                                                                                              <C>
SECTION 9.10. Amendment of Constituent Documents.................................................................43
SECTION 9.11. Assignment.........................................................................................43
SECTION 9.12. Fiscal Year and Accounting Methods.................................................................43
SECTION 9.13. New Business.......................................................................................43
SECTION 9.14. Government Regulations.............................................................................43
SECTION 9.15. Senior Notes.......................................................................................43
SECTION 9.16. Strict Compliance..................................................................................44
SECTION 9.17. Restrictive Agreements.............................................................................44

                                      ARTICLE X FINANCIAL COVENANTS

SECTION 10.1. Minimum Net Worth..................................................................................44
SECTION 10.2. Maximum Funded Debt to Pro Forma EBITDA............................................................45
SECTION 10.3. Fixed Charge Coverage Ratio........................................................................45

                                       ARTICLE XI EVENTS OF DEFAULT

SECTION 11.1. Payment of Obligations.............................................................................45
SECTION 11.2. Covenants..........................................................................................45
SECTION 11.3. Debtor Relief......................................................................................45
SECTION 11.4. Judgments and Attachments..........................................................................46
SECTION 11.5. Government Action..................................................................................46
SECTION 11.6. Misrepresentation..................................................................................46
SECTION 11.7. Change of Control..................................................................................46
SECTION 11.8. Other Debt.........................................................................................46
SECTION 11.9. FINA/BASF Contracts................................................................................47
SECTION 11.10. Validity and Enforceability.......................................................................47
SECTION 11.11. Hedging Agreements................................................................................47

                                     ARTICLE XII RIGHTS AND REMEDIES

SECTION 12.1. Remedies Upon Event of Default.....................................................................47
SECTION 12.2. Company Waivers....................................................................................48
SECTION 12.3. Not in Control.....................................................................................48
SECTION 12.4. Course of Dealing..................................................................................48
SECTION 12.5. Cumulative Rights..................................................................................48
SECTION 12.6. Application of Proceeds............................................................................49
SECTION 12.7. Expenditures by Lenders............................................................................49
SECTION 12.8. Limitation of Liability............................................................................49

                              ARTICLE XIII ADMINISTRATIVE AGENT AND LENDERS

SECTION 13.1. The Administrative Agent...........................................................................49
SECTION 13.2. Expenses...........................................................................................51
SECTION 13.3. Proportionate Absorption of Losses.................................................................51
SECTION 13.4. Delegation of Duties; Reliance.....................................................................51
SECTION 13.5. Limitation of the Administrative Agent's Liability.................................................52
SECTION 13.6. Event of Default...................................................................................53
SECTION 13.7. Limitation of Liability............................................................................53
SECTION 13.8. Other Agents.......................................................................................53
SECTION 13.9. Relationship of Lenders............................................................................54
SECTION 13.10. Benefits of Agreement.............................................................................54
</Table>



                                      iii
<PAGE>



<Table>
<S>                                                                                                             <C>
                                             ARTICLE XIV MISCELLANEOUS

SECTION 14.1. Nonbusiness Days...................................................................................54
SECTION 14.2. Communications.....................................................................................54
SECTION 14.3. Form and Number....................................................................................54
SECTION 14.4. Exceptions.........................................................................................54
SECTION 14.5. Survival...........................................................................................55
SECTION 14.6. Governing Law......................................................................................55
SECTION 14.7. Invalid Provisions.................................................................................55
SECTION 14.8. Amendments, Supplements, Waivers, Consents and Conflicts...........................................55
SECTION 14.9. Counterparts.......................................................................................56
SECTION 14.10. Parties...........................................................................................56
SECTION 14.11. Venue, Service of Process and Jury Trial..........................................................58
SECTION 14.12. Non-Recourse to the General Partner...............................................................59
SECTION 14.13. Confidentiality...................................................................................59
SECTION 14.14. Entirety..........................................................................................59

SCHEDULES AND EXHIBITS

Schedule 2          --     Lenders and Commitments
Schedule 5          --     Closing Documents
Schedule 7.2        --     List of Companies and Significant Subsidiaries
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           --     Form of Note
Exhibit B           --     Form of Guaranty
Exhibit C-1         --     Form of Borrowing Request
Exhibit C-2         --     Form of Notice of Conversion
Exhibit C-3         --     Form of Compliance Certificate
Exhibit D           --     Form of Opinion of Counsel
Exhibit E           --     Form of Assignment and Assumption Agreement
</Table>



                                       iv
<PAGE>



                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT (this "AGREEMENT") is entered into as of March
28, 2002, 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.

         The Borrower has requested that the Lenders extend to the Borrower a
revolving credit facility not to exceed at any one time outstanding $200,000,000
(as that amount may be reduced or canceled pursuant to this Agreement) to be
used by the Borrower as provided in Section 7.1. The Lenders are willing to
extend the requested loans on the terms and conditions of this Agreement.

         ACCORDINGLY, for adequate and sufficient consideration, the Borrower,
the Lenders 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 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 and (ii) reasonable fees and expenses and the premium, if
         any, incurred in connection with any such refinancing.

                  "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.



<PAGE>
                                                                               2



                  "AERIE LEASES" means (a) the Master Fiber Optics Agreement,
         dated September 1, 2000, between Aerie and TE Products, pursuant to
         which TE Products has leased 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, dated September 1, 2000,
         between Aerie and TEPPCO Crude Pipeline, pursuant to which TEPPCO Crude
         Pipeline has leased 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 Borrowing, (i) on any date
         the Utilization Percentage equals or is less than 50%, the number of
         basis points set forth below in the columns identified as Level 1,
         Level 2, Level 3, Level 4 or Level 5, opposite the Base Rate or LIBOR
         Rate, as applicable, and (ii) on any date the Utilization Percentage
         exceeds 50%, the number of basis points set forth below in the columns
         identified as Level 1, Level 2, Level 3, Level 4 or Level 5, opposite
         the Utilized Base Rate or Utilized LIBOR Rate, as applicable.


<Table>
<Caption>
                                   LEVEL 1          LEVEL 2          LEVEL 3           LEVEL 4
                                  REFERENCE        REFERENCE        REFERENCE         REFERENCE
                                  RATING AT        RATING AT     RATING AT LEAST      RATING AT
                                 LEAST A- BY     LEAST BBB+ BY    BBB BY S&P AND    LEAST BBB- BY        LEVEL 5
                                S&P AND A3 BY    S&P AND BAA1    BAA2 BY MOODY'S    S&P AND BAA3    REFERENCE RATING
BASIS FOR PRICING                   MOODY'S        BY MOODY'S                         BY MOODY'S    LOWER THAN LEVEL 4
------------------------------ ---------------- ---------------- ----------------- ---------------- ------------------
<S>                            <C>              <C>              <C>               <C>              <C>
LIBOR Rate                          65.0             75.0              87.5             102.5             140.0

Base Rate                            0.0              0.0              0.0               0.0               0.0

Utilized LIBOR Rate                 75.0             87.5             100.0             117.5             157.5

Utilized Base Rate                  10.0             12.5              12.5             15.0              17.5
</Table>


         The Applicable Margin will be based upon the Level corresponding to the
         Reference Rating, and the corresponding Utilization Percentage, in each
         case in effect at the time of determination. For any LIBOR Rate
         Borrowing, the Applicable Margin will be based upon the Level
         corresponding to the Reference Rating, and the corresponding
         Utilization



<PAGE>
                                                                               3



         Percentage, in each case in effect on the initial day of the Interest
         Period for such Borrowing. For each Base Rate Borrowing, the Applicable
         Margin will be based upon the Level corresponding to the Reference
         Rating, and the corresponding Utilization Percentage, in each case in
         effect on its Borrowing Date, and each change to such Applicable Margin
         for such Borrowing which subsequently results from a change in the
         Reference Rating or Utilization Percentage, as the case may be, shall
         be effective on the date on which the applicable rating agency
         announces the applicable change in ratings or such Utilization
         Percentage changes, as the case may be.

                  "ASSET DISPOSITION" means, with respect to the Borrower or any
         Significant Subsidiary, 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 Subsidiary to any other Person (other than by any
         Person to the Borrower or a Guarantor or by a Significant Subsidiary to
         any other Significant Subsidiary) of any assets of the Borrower or such
         Significant Subsidiary (including, without limitation, any Equity
         Interests owned by the Borrower or such Significant Subsidiary). 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 Subsidiary 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 Subsidiary
         in any assets securing a borrowing by, or contractual performance
         obligation of, the Borrower or such Significant Subsidiary, (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 Subsidiary 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 9.8(d).

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

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

                  "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%.



<PAGE>
                                                                               4



                  "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 any amount disbursed to or on behalf of the
         Borrower by one or more Lenders under Section 2.1 pursuant to the
         procedures specified in Section 2.2, either as an original disbursement
         of funds, a renewal, extension or continuation of an amount
         outstanding.

                  "BORROWING DATE" is defined in Section 2.2(a).

                  "BORROWING REQUEST" means a request pursuant to Section
         2.2(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.

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

                  "CENTENNIAL GUARANTY" means the guaranty by TE Products of
         certain Debt of Centennial Pipeline LLC relating to the Centennial
         Pipeline Project in a principal amount not to exceed, at any one time
         outstanding, $75,000,000.

                  "CENTENNIAL PIPELINE PROJECT" means a refined petroleum
         products pipeline extending from the Upper Texas Gulf Coast to
         Illinois, of which TE Products will own a one-third interest.

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

                  "CLOSING DATE" means the date, which must be a Business Day
         occurring no later than March 29, 2002, upon which all of the
         conditions precedent set forth in Article V to the effectiveness of
         this Agreement have been satisfied.

                  "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 "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 to make a Borrowing.

                  "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.



<PAGE>
                                                                               5



                  "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-3 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, 2000, 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.

                  "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 or the Lenders (or the Administrative Agent on
         behalf of 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, 2001, or (b) at any time after annual Financials are first
         delivered under Section 8.1, the Borrower's annual



<PAGE>
                                                                               6



         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 and (d) all guaranties, endorsements
         and other contingent obligations in respect of obligations of other
         Persons or entities of the nature described in clauses (a) through (c)
         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 plus 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 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).



<PAGE>
                                                                               7



                  "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 Subsidiary
         (other than an Excluded Subsidiary) 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 Subsidiary (other than an Excluded Subsidiary) 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 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.



<PAGE>
                                                                               8



                  "EXCLUDED SUBSIDIARY" means, for any Company (the "FIRST
         PERSON"), any other Company (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.

                  "FACILITY FEE" means, for any day, a fee payable on the amount
         of the Commitment of each Lender on such day, irrespective of usage,
         payable at the rate (expressed in basis points per annum) set forth
         below in the columns identified as Level 1, Level 2, Level 3, Level 4
         or Level 5 based on the Reference Ratings.


<Table>
<Caption>
                                   LEVEL 1          LEVEL 2          LEVEL 3           LEVEL 4
BASIS FOR PRICING                 REFERENCE        REFERENCE        REFERENCE         REFERENCE
                                  RATING AT        RATING AT     RATING AT LEAST      RATING AT
                                 LEAST A- BY     LEAST BBB+ BY    BBB BY S&P AND    LEAST BBB- BY        LEVEL 5
                                S&P AND A3 BY    S&P AND BAA1    BAA2 BY MOODY'S    S&P AND BAA3    REFERENCE RATING
                                   MOODY'S        BY MOODY'S                         BY MOODY'S     LOWER THAN LEVEL 4
------------------------------ ---------------- ---------------- ----------------- ---------------- ------------------
<S>                            <C>              <C>              <C>               <C>              <C>
Facility Fee                        10.0             12.5              15.0             22.5              35.0
</Table>

         The Facility Fee will be based upon the Level corresponding to the
         Reference Rating at the time of determination. Any change in the
         Facility Fee resulting from a change in the Reference Rating shall be
         effective as of the date on which the applicable rating agency
         announces the applicable change in rating.

                  "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 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



<PAGE>
                                                                               9



         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 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 or
         convert a Borrowing that it has requested, or given notice for, under
         this Agreement, or (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. 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



<PAGE>
                                                                              10



         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 any swap, cap or collar arrangement
         or any other derivative product customarily offered by banks or other
         institutions to their customers in order to manage the exposure of such
         customers to interest rate fluctuations or commodity price
         fluctuations.

                  "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.



<PAGE>
                                                                              11



                  "IRC" means the Internal Revenue Code of 1986.

                  "JONAH GAS" means the Jonah Gas Gathering Company, a Wyoming
         general partnership.

                  "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.

                  "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. (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



<PAGE>
                                                                              12



         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 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 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 (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.

                  "MIDSTREAM" means TEPPCO Midstream Companies, L.P., a Delaware
         limited partnership.

                  "MOODY'S" means Moody's Investors Service, Inc. or any
         successor thereto.

                  "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 or Equity Event (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 Subsidiary
         and legally available to be distributed to the Borrower in the form



<PAGE>
                                                                              13



         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 Subsidiary 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.

                  "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.

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

                  "OBLIGATIONS" means all present and future (a) Debts,
         liabilities and obligations of the Borrower to the Administrative Agent
         or any Lender that arise under any Credit Document, whether for
         principal, interest, fees, costs, attorneys' fees or otherwise and (b)
         renewals, extensions and modifications of any of the foregoing.



<PAGE>
                                                                              14



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

                  "OTHER FACILITY" means the 3-Year Credit Agreement, dated the
         date hereof, among the Borrower, the lenders named therein and
         SunTrust.

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

                  "PBGC" means the Pension Benefit Guaranty Corporation.

                  "PERMITTED DEBT" is defined in Section 9.1.

                  "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 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.

                  "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.

                  "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 Subsidiary, 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



<PAGE>
                                                                              15



         for purposes of this definition, "Recovery Event" shall not include any
         settlement or payment that such Person is contesting diligently and in
         good faith.

                  "REFERENCE RATING" means (i) the ratings assigned by S&P and
         Moody's to the senior unsecured non-credit enhanced long-term debt of
         the Borrower, or (ii) if S&P and Moody's have not assigned ratings to
         the senior unsecured non-credit enhanced long-term debt of the
         Borrower, the ratings that are one level below the ratings assigned by
         S&P and Moody's to the senior unsecured non-credit enhanced long-term
         debt of TE Products. For purposes of the foregoing, (x) if the ratings
         assigned by S&P and Moody's are not comparable (i.e., a "split
         rating"), the higher of such two ratings shall control, unless either
         rating is below BBB- (in the case of S&P) or Baa3 (in the case of
         Moody's), in which case the lower of the two ratings shall control, and
         (y) for purposes of illustration an S&P rating of BBB will be
         considered to be "one level below" an S&P rating, of BBB+.

                  "REINVESTMENT AMOUNT" means, with respect to any Recovery
         Event, the amount of cash received by the Borrower or any Significant
         Subsidiary 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 Subsidiary,
         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.

                  "REQUIRED LENDERS" means any combination of the Lenders
         holding (directly or indirectly) more than (a) 50% of the total
         Commitments, if there are no Borrowings outstanding, (b) 50% of the sum
         of (i) the total unused Commitments plus (ii) the aggregate principal
         amount of all Borrowings 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)
         50% of the aggregate principal amount of all Borrowings 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.

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

                  "S&P" means Standard & Poor's Ratings Services, a division of
         McGraw-Hill Companies, Inc., or any successor thereto.



<PAGE>
                                                                              16



                  "SENIOR NOTES" means (i) 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, and (ii) the 7.625% Senior Notes Due 2012 in the
         original aggregate principal amount of $500,000,000 issued by the
         Borrower under the Indenture dated as of February 20, 2002, between the
         Borrower and First Union National Bank, 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 SUBSIDIARY" means each Subsidiary of the Borrower
         (a) in which the Borrower's direct and indirect Equity Interests in
         such Subsidiary and the Borrower's and its Subsidiaries' advances to
         such Subsidiary 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 Subsidiary 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 Subsidiary 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.

                  "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.

                  "STATED TERMINATION DATE" means the date occurring 364 days
         after the date of this Agreement, as such date may be extended pursuant
         to Section 2.5.

                  "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.


<PAGE>
                                                                              17



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

                  "TEPPCO CRUDE" means TEPPCO Crude Oil, L.P., a Delaware
         limited partnership.

                  "TEPPCO CRUDE PIPELINE" means TEPPCO Crude Pipeline, L.P., a
         Delaware limited partnership.

                  "TEPPCO GP" means TEPPCO GP, Inc., a Delaware corporation.

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

                  "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.

                  "UTILIZATION PERCENTAGE" means, at any time for the
         determination thereof, the percentage obtained by dividing (i) the
         aggregate Borrowings outstanding hereunder plus the aggregate
         outstanding credits under the Other Facility by (ii) the aggregate
         Commitments plus the aggregate commitments under the Other Facility at
         such time.

                  "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 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



<PAGE>
                                                                              18



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 definition of
"Applicable Margin" 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.

                                   ARTICLE II
                                 THE COMMITMENTS

         Each Lender severally but not jointly agrees to extend credit to the
Borrower in accordance with the following provisions and subject to the other
terms and conditions of the Credit Documents.

         SECTION 2.1. REVOLVING FACILITY.

         Each Borrowing is subject to all of the provisions in the Credit
Documents, including the following: (a) each Borrowing may occur only on a
Business Day on or after the Closing Date and before the Termination Date and
(b) the Borrowings may never exceed the total Commitments at such time.

         SECTION 2.2. BORROWING PROCEDURE.

         The following procedures apply to Borrowings:


<PAGE>
                                                                              19



         (a) BORROWING REQUEST. The Borrower may request a Borrowing by making
or delivering a Borrowing Request to the Administrative Agent, which is
irrevocable and binding on the Borrower, stating 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
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 Commitment Percentage of each
requested 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 Commitment
Percentage 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 Commitment
Percentage 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
2.2(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 2.3. EFFECT OF REQUESTS.

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

         SECTION 2.4. 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 Commitments. Each partial termination under this subsection
(a) must be in an amount of not



<PAGE>
                                                                              20



less than $5,000,000 or a greater integral multiple of $1,000,000 and must be
ratable in accordance with each Lender's Commitment Percentage.

         (b) MANDATORY. On the date of any prepayment of Borrowings pursuant to
Section 3.2(c)(ii), the Commitments shall automatically reduce by an amount
equal to such prepayment.

         (c) MISCELLANEOUS. At the time of any termination of the Commitments
under this Section 2.4, 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 2.5. RENEWAL OF COMMITMENTS.

         (a) At least 45 but not more than 60 days prior to the then-current
Termination Date, the Borrower may, by delivering a written request to the
Administrative Agent (each such request being irrevocable), request that the
then-current Termination Date be extended for an additional period of 364 days,
commencing on the then-current Termination Date. Upon receipt of such notice,
the Administrative Agent shall promptly communicate such request to the Lenders.

         (b) No earlier than 45 days prior, and no later than 30 days prior, to
the then-current Termination Date, the Lenders shall indicate to the
Administrative Agent whether the Borrower's request to so extend the
then-current Termination Date is acceptable to the Lenders, it being understood
that the determination by each Lender will be in its sole and absolute
discretion and that the failure of any Lender to so respond within such period
shall be deemed to constitute a refusal by such Lender to consent to such
request, with the result being that such request is denied (any Lender refusing
or deemed to refuse any such request, a "NON-CONSENTING Lender"). The
Administrative Agent shall notify the Borrower, in writing, of the Lenders'
decisions no later than 15 days prior to the end of the then-current Termination
Date.

         (c) Subject to the satisfaction of the conditions set forth in Section
5.2, in the event that the sum of the Commitments of the Lenders that have
consented to the Borrower's request to extend the then-current Termination Date
(the "CONSENTING LENDERS") plus the Commitments of Non-Consenting Lenders with
respect to such request that have been assigned pursuant to Section 14.10(d)
hereof shall constitute at least 80% of the aggregate Commitments, the
then-current Termination Date shall be extended for an additional period of 364
days with respect to the Commitments of such Consenting Lenders. The Commitments
of Non-Consenting Lenders with respect to such request shall automatically
terminate on the last day of the then-current Termination Date (and the
principal amount of all Borrowings made by such Non-Consenting Lenders, together
with accrued interest and fees to such date, shall be repaid), unless assigned
pursuant to Section 14.10(d) hereof; provided that, before the Borrower may
solicit any institution other than the Consenting Lenders, the Consenting
Lenders shall, at least five days before the end of the then-current Termination
Date, determine whether to purchase by assignment the Commitments of such
Non-Consenting Lenders.



<PAGE>
                                                                              21



         (d) The Administrative Agent shall prepare and deliver to the Borrower
and each Lender (including each new bank and other financial institution to
which a Non-Consenting Lender's Commitment has been assigned pursuant to Section
14.10(d)) a revised Schedule 2 that reflects the Commitments of each Lender.

                                   ARTICLE III
                                  PAYMENT TERMS

         SECTION 3.1. NOTES AND PAYMENTS.

         The Borrowings are evidenced by the Notes, one payable to each Lender
in the amount of its 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 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
March, June, September and December, 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) PRINCIPAL. The principal amount of all Borrowings shall be due and
payable on the Termination Date.



<PAGE>
                                                                              22



         (c) 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 or 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 of any Asset
         Disposition or Recovery Event and, at any time that such Net Cash
         Proceeds received and not previously applied to any prepayment pursuant
         to this Section 3.2(c)(ii) shall equal or exceed $10,000,000, the
         Borrower shall prepay Borrowings, together with payment of any Funding
         Losses, in an aggregate amount equal to 100% (without duplication) of
         such Net Cash Proceeds.

                  (iii) If at any time, the sum of the aggregate principal
         amount of Borrowings shall exceed the total Commitments, the Borrower
         shall forthwith prepay Borrowings, in a principal amount equal to such
         excess, 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(c) shall be applied, first, to prepay any amounts outstanding under
         the Other Facility (other than in the case of prepayments pursuant to
         3.2(c)(iii)), second, to prepay Base Rate Borrowings, third, 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,
         fourth 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



<PAGE>
                                                                              23



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.

         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 facility fees
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 facility fees 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)



<PAGE>
                                                                              24



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 revolving credit loan accounts
and revolving tri-party 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



<PAGE>
                                                                              25



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 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 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; (iii) to accrued interest on the
principal amount of the Borrowings outstanding; (iv) to the principal amount of
the Borrowings outstanding 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 (v) 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 Borrowings shall be shared by the Lenders in accordance with their
respective Commitment Percentages 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 Borrowing from a Lender 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.


<PAGE>
                                                                              26


         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 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)



<PAGE>
                                                                              27



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 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.



<PAGE>
                                                                              28



         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 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.



<PAGE>
                                                                              29



         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. FACILITY FEE.

         The Borrower shall pay to the Administrative Agent for the account of
each Lender the Facility Fee from the date hereof until the Termination Date,
payable on the last day of each March, June, September and December, commencing
on the first such date that follows the Closing Date, and on the Termination
Date.

                                    ARTICLE V
                              CONDITIONS PRECEDENT

         SECTION 5.1. CONDITIONS PRECEDENT TO CLOSING.

         This Agreement shall not be effective 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 unless on
the date of the applicable Borrowing (and after giving effect to the requested
Borrowing): (a) the Administrative Agent has timely received a properly
completed and duly executed Borrowing Request; (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 is
or would be exceeded by the requested Borrowing. Each Borrowing Request, 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



<PAGE>
                                                                              30



enable the Borrower to qualify for the requested Borrowing. 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.

         SECTION 5.2. CONDITIONS PRECEDENT TO EACH EXTENSION OF TERMINATION
DATE.

         In the event that the Borrower shall request an extension of the
Termination Date pursuant to Section 2.5, such extension shall take effect only
upon the satisfaction of the following conditions precedent:

         (a) the Borrower shall have paid all fees payable hereunder or payable
under or referenced in Article IV, to the extent then due and payable;

         (b) the Administrative Agent shall have received such other documents
and legal opinions in respect of any aspect or consequence of the transactions
contemplated by Section 2.5 as the Administrative Agent shall reasonably
request, including, without limitation, copies of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the directors of the
Borrower's general partner authorizing the extension of the Termination Date;
and

         (c) the following statements shall be true on and as of the last day of
the then-current Termination Date:

                  (i) The representations and warranties contained in Article
         VII are correct in all material respects on and as of such date as
         though made on and as of such date (unless they speak to a specified
         date or are based on facts that have changed by transactions
         contemplated or expressly permitted by this Agreement); and

                  (ii) No event has occurred and is continuing, or would result
         from such extension of the Termination Date, that constitutes an Event
         of Default or a Potential Default.

                                   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>
                                                                              31



                                   ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders as follows:

         SECTION 7.1. PURPOSE.

         The Borrower will use the proceeds of the Borrowings for (i) general
purposes, including without limitation the making of Investments in Subsidiaries
and Affiliates of the Borrower, (ii) acquisitions and (iii) 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 Legal Requirement, including the Margin Regulations.

         SECTION 7.2. SUBSIDIARIES AND SIGNIFICANT SUBSIDIARIES.

         Schedule 7.2 describes the Borrower, all of its direct and indirect
Subsidiaries and all of its Significant Subsidiaries 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 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.


<PAGE>
                                                                              32



         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 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



<PAGE>
                                                                              33



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 9.8 and 9.9. 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.

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



<PAGE>
                                                                              34



         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.

         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.



<PAGE>
                                                                              35



         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 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. As of the Closing Date, the Disclosed Information taken as a whole,
was 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 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 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 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, Financials showing the consolidated
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.



<PAGE>
                                                                              36



         (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 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.

         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 or any Lender (or
their respective Representatives) to inspect any of its properties, to review
reports,



<PAGE>
                                                                              37



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 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 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 9.8, mergers, consolidations and dissolutions permitted under
Section 9.9 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


<PAGE>
                                                                              38



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 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. INDEMNIFICATION.

         (a) AS USED IN THIS SECTION: (I) "INDEMNITEE" MEANS THE ADMINISTRATIVE
AGENT, EACH LENDER, EACH PRESENT AND FUTURE AFFILIATE (WITH WHICH ANY COMPANY
HAS ENTERED INTO A WRITTEN CONTRACTUAL ARRANGEMENT) OF THE ADMINISTRATIVE AGENT
OR ANY LENDER, EACH PRESENT AND FUTURE REPRESENTATIVE OF THE ADMINISTRATIVE
AGENT, ANY LENDER OR ANY OF THOSE AFFILIATES AND EACH PRESENT AND FUTURE
SUCCESSOR AND PERMITTED ASSIGN OF THE ADMINISTRATIVE AGENT, 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



<PAGE>
                                                                              39



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.

         (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 and the Lenders that, without first obtaining the Required
Lenders' consent to the contrary:

         SECTION 9.1. DEBT.

         The Borrower 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) SUBSIDIARY GUARANTIES. Guaranties of any Debt of the Borrower.

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

         (c) CENTENNIAL GUARANTY. Upon the acquisition by TE Products of a
one-third interest in the Centennial Pipeline Project, Debt arising under the
Centennial Guaranty.



<PAGE>
                                                                              40



         (d) ADDITIONAL DEBT. Additional Debt not described in clauses (a)
through (c) above incurred by the Guarantors in an aggregate principal amount
not to exceed $25,000,000.

         (e) EXISTING DEBT. The Debt described on Schedule 7.12, together with
all renewals, extensions, amendments, modifications and refinancings of (but not
any principal increases to) any of such Debt.

         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 in a
principal amount that is in the same proportion to the total Borrowings
immediately 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 in accordance with
Section 3.2(c)(iv).

         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 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.



<PAGE>
                                                                              41



         (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.

         (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



<PAGE>
                                                                              42



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.

         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. 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 9.8. 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>
                                                                              43



"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(c), if applicable, with respect to
such disposition of assets.

         SECTION 9.9. 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 9.8.

         SECTION 9.10. 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 9.11. 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 9.12. 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 9.13. 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 9.14. 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 9.15. 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 Indentures relating to such Senior Notes, (ii) increase the principal
amount of the Senior Notes, (iii) amend or modify any



<PAGE>
                                                                              44



scheduled date of payment of principal under the Senior Notes or the related
Indentures relating to such Senior Notes, or (iv) increase the stated rate of
any interest applicable to the Senior Notes.

         SECTION 9.16. 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 9.17. 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 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 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 December 31, 2000, plus (b) 100% of the Net Cash Proceeds of all Equity
Events occurring after December 31, 2000.


<PAGE>
                                                                              45


         SECTION 10.2. MAXIMUM FUNDED DEBT TO PRO FORMA EBITDA.

         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 4.50 to 1.00.

         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
Expenditures 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 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 or any Lender.

         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



<PAGE>
                                                                              46



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 (i) at least 99.999% of the limited partner interests in TE
Products, TCTM or Midstream; or (ii) directly or indirectly, 100% of the
ownership interests of TEPPCO GP; or (b) Texas Eastern ceases to be the sole
general partner of the Borrower; or (c) TEPPCO GP ceases to be the sole general
partner of TE Products, TCTM or Midstream; or (d) TEPPCO GP and Midstream cease
to be the sole general partners of Jonah Gas; or (e) Duke Energy Field Services,
LLC ceases to own, directly or indirectly, 100% of the ownership interests of
Texas Eastern.

         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 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.



<PAGE>
                                                                              47



         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. HEDGING AGREEMENTS.

         In respect of any obligation under any Hedging Agreement entered into
by any Company 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), the effect of which is to cause (whether or not
it elects to cause) any of the obligations under such Hedging Agreement to
become due before its stated payment date, 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 (whether or not it elects to cause) any of the
obligations under such Hedging Agreement to become due before its stated payment
date or (c) any such obligation is declared to be due and payable or required to
be prepaid by any Company before its stated payment date.

                                   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 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 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; (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.



<PAGE>
                                                                              48



         (c) 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 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 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 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 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 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 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 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.

         SECTION 12.5. CUMULATIVE RIGHTS.

         All Rights available to the Administrative Agent, the Required Lenders
and the Lenders under the Credit Documents are cumulative of and in addition to
all other Rights granted to the


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                                                                              49



Administrative Agent, 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 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 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 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 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 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
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 any collateral for the benefit of the Lenders (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



<PAGE>
                                                                              50



(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 removal does not impair or otherwise
affect any Rights that it has or may have in its capacity as an individual
Lender. Each Lender and the Borrower agree that the Administrative Agent is not
a fiduciary for the Lenders or the Borrower but is simply acting in the capacity
described in this Agreement to alleviate administrative burdens for the Borrower
and the Lenders, that the Administrative Agent has no duties or responsibilities
to the Lenders 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



<PAGE>
                                                                              51



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 specifically set forth in the Credit Documents, neither
the Administrative Agent nor any Lender is responsible to account to the other
Lenders for those other activities, and no Lender shall have any interest in any
other Lender'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 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 or any Lender to reduce the Obligations, then 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 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 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 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 or that Lender (but nothing in this clause (a) permits the
Administrative Agent to rely on (i) oral statements if a writing is required



<PAGE>
                                                                              52



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 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 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 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 created or to prosecute or defend any suit in
respect of the Credit Documents. If the Administrative Agent requests
instructions from the Lenders 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, no 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 any Lender
or any Participant for, 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 such Lender, (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


<PAGE>
                                                                              53


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 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 Robinson Humphrey Capital Markets, a division of SunTrust
Capital Markets, Inc., is named on the cover page as "Sole Lead Arranger" but
does not, in such capacity, and nor do the entities listed as Co-Syndication
Agents or Co-Documentation Agents, 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 Lenders.



<PAGE>
                                                                              54



         SECTION 13.9. RELATIONSHIP OF LENDERS.

         The Credit Documents do not create a partnership or joint venture among
the Administrative Agent 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 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 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.

         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) or (b) 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 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.



<PAGE>
                                                                              55



         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 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" or "Required
Lenders", (iii) 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; (iv) consents to any assignment by the Borrower under Section
14.10(a); or (v) changes this clause (a) or any other matter specifically
requiring the consent of all the Lenders under any Credit Document; provided
further that any amendment or supplement to, or waiver or consent under, any
Credit Document that purports to increase or extend any part of any Lender's
Commitment must be by a writing executed by the Borrower and executed (or
approved in writing, as the case may be) by such Lender. Notwithstanding
anything contained herein to the contrary, this Agreement may be amended and
restated without the consent of any Lender or the Administrative Agent if, upon
giving effect to such amendment and restatement, such Lender or the
Administrative Agent, as the case may be, shall no longer be a party to this
Agreement (as so amended and restated) or have any Commitment or other
obligation hereunder and shall have been paid in full all amounts payable
hereunder to such lender or the Administrative Agent, as the case may be.

         (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



<PAGE>
                                                                              56



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 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, the Required Lenders
and the Administrative Agent, if applicable, 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 the Administrative Agent, if applicable, and otherwise supplemented
only by documents delivered in accordance with the express terms of that other
Credit Document.

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

         (e) 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 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 any
purported assignment or transfer without the consent of all the Lenders.



<PAGE>
                                                                              57



         (b) RELATIONSHIP OF PARTIES. The relationship between (x) 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 Lender to protect its
interest as a creditor/secured party. Nothing in the Credit Documents may be
construed as (i) permitting or obligating any Lender to act as a financial or
business advisor or consultant to any Company, (ii) permitting or obligating any
Lender to control any Company or conduct its operations, (iii) creating any
fiduciary obligation of 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 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 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 Commitment
of $5,000,000, and, if the assignor Lender retains any Commitment, 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



<PAGE>
                                                                              58



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 and the Borrower, and subject to all of the 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 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



<PAGE>
                                                                              59



be 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 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 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 and each Lender
expressly waives and releases all such liability.

         SECTION 14.13. CONFIDENTIALITY.

         The Administrative Agent 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 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.

         SECTION 14.14. ENTIRETY.

         THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE BORROWER,
THE LENDERS 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>



         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                               TEXAS EASTERN PRODUCTS
Houston, TX  77019                                           PIPELINE COMPANY, LLC, as General
Attn:                                                        Partner

Phone:    713-759-3636                                       By /s/ Charles H. Leonard
Fax: 713-759-3957                                               ---------------------------------------
                                                                 Charles H. Leonard
                                                                 Senior Vice President, Chief Financial
                                                                 Officer & Treasurer



SunTrust Bank                                           SUNTRUST BANK, as Administrative Agent and Lender
303 Peachtree Street, N.E., 10th Floor
Atlanta, GA  30308
Attn:                                                   By /s/ Linda L. Stanley
                                                           ---------------------------------------------
                                                           Linda L. Stanley
Phone:                                                     Director
Fax:
</Table>



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                            THE BANK OF NOVA SCOTIA



                                            By /s/ Nadine Bell
                                               ---------------------------------
                                               Nadine Bell
                                               Senior Manager Loan Operations



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>



                                            BANK ONE, NA


                                            By /s/ Thomas Okamoto
                                               ---------------------------------
                                               Thomas Okamoto
                                               Vice President




                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                            FIRST UNION NATIONAL BANK



                                            By /s/ Russell Clingman
                                               ---------------------------------
                                               Russell Clingman
                                               Vice President



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT



<PAGE>


                                            THE BANK OF NEW YORK



                                            By /s/ Raymond J. Palmer
                                               ---------------------------------
                                               Raymond J. Palmer
                                               Vice President



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                            BNP PARIBAS



                                            By /s/ Joe Onischuk
                                               ---------------------------------
                                               Joe Onischuk
                                               Director



                                            By /s/ Greg Smothers
                                               ---------------------------------
                                               Greg Smothers
                                               Vice President



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT



<PAGE>



                                            CREDIT LYONNAIS NEW YORK BRANCH



                                            By /s/ Bernard Weymuller
                                               ---------------------------------
                                               Bernard Weymuller
                                               Senior Vice President



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                             ROYAL BANK OF CANADA



                                             By  /s/ David A. McCluskey
                                                 -------------------------------
                                                 David A. McCluskey
                                                 Manager




                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT



<PAGE>



                                           UBS AG, STAMFORD BRANCH



                                            By /s/ Patricia O'Kicki
                                               ---------------------------------
                                               Patricia O'Kicki
                                               Director
                                               Banking Products Services



                                            By /s/ Wilfred V. Saint
                                               ---------------------------------
                                               Wilfred V. Saint
                                               Associate Director
                                               Banking Products Services, US



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>



                                        THE ROYAL BANK OF SCOTLAND PLC



                                        By /s/ Patricia J. Dundee
                                          --------------------------------------
                                          Patricia J. Dundee
                                          Senior Vice President




                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                          BANK OF AMERICA, NATIONAL
                                          ASSOCIATION



                                          By /s/ Ronald E. McKaig
                                            ------------------------------------
                                            Ronald E. McKaig
                                            Managing Director




                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT



<PAGE>


                                            KBC BANK N.V.



                                            By /s/ Jean-Pierre Diels
                                              ----------------------------------
                                              Jean-Pierre Diels
                                              First Vice President



                                            By /s/ Patrick A. Janssens
                                               ---------------------------------
                                               Patrick A. Janssens
                                               Vice President





                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                    BANK HAPOALIM B.M.



                                    By /s/ Laura Anne Raffa
                                       -----------------------------------------
                                       Laura Anne Raffa
                                       Senior Vice President & Corporate Manager




                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


                                      THE INDUSTRIAL BANK OF JAPAN,
                                      LIMITED



                                      By /s/ Koichi Hasegawa
                                        ----------------------------------------
                                        Koichi Hasegawa
                                        Senior Vice President and Deputy General
                                        Manager





                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT



<PAGE>



                                        BANK OF COMMUNICATIONS, NEW YORK BRANCH



                                        By /s/ Li, De Cai
                                          --------------------------------------
                                          Li, De Cai
                                          General Manager




                                   SCHEDULE 2

                             LENDERS AND COMMITMENTS


<Table>
<Caption>
LENDER                                                                                         COMMITMENT
<S>                                                                                          <C>
SunTrust Bank                                                                                26,700,680.20
303 Peachtree St. N.E.
10th Floor
Atlanta, GA 30308
Attn:    John A. Fields, Jr.
         Managing Director
Phone:   404-724-3667
Fax:     404-827-6270


The Bank of Nova Scotia                                                                      19,319,727.90
Atlanta Agency
600 Peachtree Street N.E., Suite 2700
Atlanta, GA 30308
Attn:    Trudy Robinson
         Director
Phone:   404-877-1541
Fax:     404-888-8998


Bank One, NA                                                                                 19,319,727.90
Mail Code IL1-0362
1 Bank One Plaza
Chicago, IL 60670
Attn:    Joseph Giampetroni
         Vice President
Phone:   312-732-1489
Fax:     312-732-3055
</Table>



                     SIGNATURE PAGE TO TEPPCO PARTNERS, L.P.
                            364-DAY CREDIT AGREEMENT


<PAGE>


<Table>
<Caption>
LENDER                                                                                         COMMITMENT
<S>                                                                                          <C>
First Union National Bank                                                                    19,319,727.90
1001 Fannin Street, Suite 2255
Houston, TX 77002-6709
Attn:    Russell T. Clingman
         Vice President, Energy Investment Banking
Phone:   713-346-2716
Fax:     713-650-1071


The Bank of New York                                                                         15,034,013.61
Oil & Gas Division
One Wall Street
New York, NY 10286
Attn:    Peter W. Keller
         Vice President
Phone:   212-635-7861
Fax:     212-635-7923


BNP Paribas                                                                                  15,034,013.61
1200 Smith Street, Suite 3100
Houston, TX 77002
Attn:    Leah E. Hughes
         Assistant Vice President
Phone:   713-982-1126
Fax:     713-659-5305


Credit Lyonnais New York Branch                                                              15,034,013.61
1301 Avenue of the Americas
New York, NY 10019-6022
Attn:    Philippe Soustra
         Executive Vice President
Phone:   212-261-7000
Fax:     212-459-3170


Royal Bank of Canada                                                                         15,034,013.61
(Royal Bank Financial Group)
Global Bank - Debt Products
2800 Post Oak Blvd.
Houston, TX 77056
Attn:    David McCluskey
         Manager
Phone:   713-403-5666
Fax:     713-403-5624
</Table>



<PAGE>


<Table>
<Caption>
LENDER                                                                                         COMMITMENT
<S>                                                                                          <C>
UBS AG, Stamford Branch                                                                      15,000,000.00
677 Washington Boulevard
Stamford, CT 06901
Attn:    Dorothy L. McKinley
         Director
Phone:   203-719-3158
Fax:     203-719-3092


The Royal Bank of Scotland plc                                                               12,176,870.75
New York Branch
65 East 55th Street, 21st Floor
New York, NY 10022
Attn:    Sheila Shaw
Phone:   212-401-1406
Fax:     212-401-1494


Bank of America, National Association                                                         7,891,156.47
Energy & Power - Houston
333 Clay Street, Suite 4550
Houston, TX 77002
Attn:    Mike Dillon
         Managing Director
Phone:   713-651-4903
Fax:     713-651-4904


KBC Bank N.V.                                                                                 7,891,156.47
New York Branch
125 West 55th Street
New York, NY 10019
Attn:    Patrick A. Janssens
         Vice President
Phone:   212-541-0714
         212-541-0784


Bank Hapoalim B.M.                                                                            5,034,013.61
1177 Avenue of the Americas
New York, NY 10036
Attn:    Helen Gateson
         Assistant Vice President
Phone:   212-782-2161
Fax:     212-782-2382
</Table>



<PAGE>



<Table>
<Caption>
LENDER                                                                                         COMMITMENT
<S>                                                                                          <C>
The Industrial Bank of Japan, Limited                                                         5,034,013.61
Corporate Finance Division # 1
191 Peachtree St., N.E., Suite 3825
Atlanta, GA 30303-1757
Attn:    William D. LaDuca
         Vice President
Phone: 404-524-8770 ext. 105
Fax:     404-524-8509


Bank of Communications, New York Branch                                                       2,176,870.75
One Exchange Plaza
55 Broadway, 31st Floor
New York, NY 10006
Attn:    Anders Lai
         Senior Vice President & Senior Manager
Phone:   212-376-8030 ext. 120
Fax: 212-376-8089


TOTAL COMMITMENTS                                                                          $200,000,000.00
</Table>



<PAGE>




                                   SCHEDULE 5

                                CLOSING DOCUMENTS

      Unless otherwise specified, all documents are dated either March 28,
     2002 (the "CLOSING DATE"), or a date no earlier than 30 days before the
                        Closing Date (a "CURRENT DATE").


1.       CREDIT AGREEMENT (the "CREDIT AGREEMENT"), dated as of March 28, 2002,
         among TEPPCO PARTNERS, L.P., a Delaware limited partnership (the
         "BORROWER"), certain Lenders and SUNTRUST BANK, as the Administrative
         Agent (the defined terms in which have the same meanings when used in
         this schedule), accompanied by:


<Table>
<S>                                                    <C>
                            Schedule 2        -        Lenders and Commitments
                            Schedule 5        -        Closing Documents
                            Schedule 7.2      -        List of Companies and Significant Subsidiaries
                            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         -        Form of  Note
                            Exhibit B         -        Form of Guaranty
                            Exhibit C-1       -        Form of Borrowing Request
                            Exhibit C-2       -        Form of Notice of Conversion
                            Exhibit C-3       -        Form of Compliance Certificate (Borrower)
                            Exhibit D         -        Form of Opinion of Counsel
                            Exhibit E         -        Form of Assignment and Assumption Agreement
</Table>

2.       NOTES, dated the Closing Date, executed by the Borrower, substantially
         in the form of Exhibit A to the Credit Agreement, one payable to each
         Lender in the amount stated beside its name below:

<Table>
<Caption>
         LENDER               AMOUNT
-------------------------- --------------
<S>                        <C>
SunTrust Bank              26,700,680.20
The Bank of Nova Scotia    19,319,727.90
Bank One, NA               19,319,727.90
First Union National Bank  19,319,727.90
The Bank of New York       15,034,013.61
BNP Paribas                15,034,013.61
Credit Lyonnais New York   15,034,013.61
Branch
Royal Bank of Canada       15,034,013.61
UBS AG, Stamford Branch    15,000,000.00
The Royal Bank of          12,176,870.75
Scotland plc
Bank of America,            7,891,156.47
National Association
KBC Bank N.V.               7,891,156.47
Bank Hapoalim B.M.          5,034,013.61
The Industrial Bank of      5,034,013.61
Japan, Limited
Bank of Communications,     2,176,870.75
New York Branch
</Table>



<PAGE>



3.       GUARANTY, executed by each of TCTM, TE Products, Midstream and Jonah
         Gas, each dated as of the Closing Date, each in substantially the form
         of EXHIBIT B to the Credit Agreement.

4.       COMPLIANCE CERTIFICATE, dated and prepared as of the initial Borrowing
         (the "FUNDING DATE"), executed by a Responsible Officer on behalf of
         the Borrower in substantially the form of Exhibit C-4 to the Credit
         Agreement.

5.       INSURANCE POLICIES OR BINDERS dated as of Current Dates and reflecting
         the insurance coverage required by Section 8.9 of the Credit Agreement.

6.       COMPLETION OF DUE DILIGENCE satisfactory to the Administrative Agent as
         to the absence of any Liens not otherwise permitted by Section 9.3 of
         the Credit Agreement.

7.       PAYMENT OF ALL FEES payable to the Administrative Agent, its Affiliates
         and the Lenders pursuant to Section 4 of the Credit Agreement and each
         Credit Document, on or before the Funding Date.

8.       PAYMENT OF LEGAL FEES and expenses incurred by counsel to
         Administrative Agent through the Funding Date.

9.       CONSTITUENT DOCUMENTS of the Borrower and each Guarantor as of the
         Closing Date certified by a Responsible Officer of the Borrower.

10.      CERTIFICATES OF APPROPRIATE GOVERNMENTAL AUTHORITIES of the following
         jurisdictions, dated as of Current Dates, with respect to the
         existence, authority to transact business and good standing of the
         following Persons:


<Table>
<Caption>
PERSON            JURISDICTION(S)     DATE
----------------- -------------- -----------------
<S>               <C>            <C>
TCTM              Delaware       3/15/02
                  Texas          3/26/02

Midstream         Colorado       3/01/02
                  Delaware       3/15/02
                  Texas          3/26/02
                  Wyoming        3/26/02
</Table>



                                      -2-
<PAGE>



<Table>
<Caption>
PERSON            JURISDICTION(S)     DATE
----------------- -------------- -----------------
<S>               <C>            <C>
TE Products       Arkansas       3/26/02
                  Delaware       3/15/02
                  Illinois       3/26/02
                  Indiana        3/26/02
                  Kentucky       3/26/02
                  Louisiana      3/25/02
                  Missouri       3/26/02
                  New York       3/25/02
                  Ohio           3/37/02
                  Pennsylvania   3/26/02
                  Rhode Island   3/27/02
                  Texas          3/26/02
                  West Virginia  3/26/02

TEPPCO GP         Arkansas       3/26/02
                  Delaware       3/15/02
                  Illinois       3/26/02
                  Indiana        3/26/02
                  Kentucky       3/26/02
                  Louisiana      3/25/02
                  Missouri       3/26/02
                  New York       3/2702
                  Pennsylvania   3/26/02
                  Rhode Island   3/27/02
                  Texas          3/26/02
                  West Virginia  3/26/02
                  Wyoming        3/26/02

Borrower          Delaware       3/15/02
                  Texas          3/26/02

Texas Eastern     Delaware       3/15/02
</Table>


11.      OFFICERS' CERTIFICATE dated as of the Closing Date, executed by the
         President or a Vice President and by the Secretary of an Assistant
         Secretary of Texas Eastern certifying (a) resolutions adopted by Texas
         Eastern's directors authorizing the executing and delivery of the
         Credit Documents on behalf of Texas Eastern and the Borrower, as the
         case may be, (b) each FINA/BASF


                                      -3-
<PAGE>



         Contract is in full force and effect and has not been amended, and (c)
         the incumbency and signatures of officers of Texas Eastern authorized
         to execute and deliver any Credit Document.

            Annex A - Resolutions of Texas Eastern's's Directors
            Annex B - Certificate of Formation of Texas Eastern
            Annex C - Limited Liability Company Agreement of Texas Eastern
            Annex D - Agreement of Limited Partnership of the Borrower

12.      OFFICERS' CERTIFICATE executed by the President or a Vice President and
         by the Secretary or an Assistant Secretary of TEPPCO GP certifying (a)
         resolutions adopted by TEPPCO GP's directors authorizing the executing
         and delivery of the Credit Documents on behalf of TEPPCO GP and each
         Guarantor, as the case may be, and (b) the incumbency and signatures of
         officers of TEPPCO GP authorized to execute and deliver any Credit
         Document.

            Annex A - Resolutions of TEPPCO GP's Directors
            Annex B - Certificate of Formation of TEPPCO GP
            Annex C - Agreement of Limited Partnership of each Guarantor

13.      OPINION dated the Funding Date, of Fulbright & Jaworski L.L.P., as
         counsel to Texas Eastern, the Borrower, TEPPCO GP and the Guarantors,
         addressed to the Administrative Agent and the Lenders, and in
         substantially the form of Exhibit D to the Credit Agreement.

14.      COPIES of the Current Financials.

15.      Such other documents and items as the Administrative Agent may
         reasonably request.




                                      -4-
<PAGE>




                                  SCHEDULE 7.2

                               COMPANIES AND NAMES


<Table>
<Caption>
                                           QUALIFIED     OTHER NAMES      NAME CHANGE
                           JURISDICTION      TO DO         USED IN          IN LAST
        COMPANY            OF FORMATION     BUSINESS     PAST 5 YEARS      4 MONTHS       OWNED BY
<S>                        <C>             <C>           <C>              <C>             <C>


</Table>




<PAGE>




                                  SCHEDULE 7.8

                                   LITIGATION




<PAGE>




                                  SCHEDULE 7.10

                              ENVIRONMENTAL MATTERS






<PAGE>



                                  SCHEDULE 7.11

                              EMPLOYEE PLAN MATTERS




<PAGE>



                                  SCHEDULE 7.12

                                  EXISTING DEBT







<PAGE>



                                  SCHEDULE 7.13

                                 EXISTING LIENS




<PAGE>




                                  SCHEDULE 7.15

                             AFFILIATE TRANSACTIONS






<PAGE>



                                    EXHIBIT A

                                  FORM OF NOTE


$__________                                                               [Date]


         FOR VALUE RECEIVED, TEPPCO PARTNERS, L.P., a Delaware limited
partnership (the "MAKER"), promises to pay to the order of
______________________ (the "PAYEE"), the principal amount of $__________,
together with interest on the unpaid amounts thereof from time to time
outstanding.

         This note is a "Note" under the Credit Agreement, dated as of March __,
2002 (as renewed, extended, amended, or restated, the "CREDIT AGREEMENT"), among
the Maker, the Payee, certain other Lenders from time to time and SunTrust Bank,
as the Administrative Agent for the Lenders. All of the terms defined in the
Credit Agreement have the same meanings when used, unless otherwise defined, in
this note.

         This note incorporates by reference the principal and interest payment
terms in the Credit Agreement for this note, including, without limitation, the
final maturity date for this note, which is the Stated Termination Date.
Principal and interest are payable to the holder of this note by payment to the
Administrative Agent at its offices at 303 Peachtree Street, N.E., 10th Floor,
Atlanta, Georgia 30308 or at any other address of which the Administrative Agent
may notify the Maker in writing.

         This note also incorporates by reference all other provisions in the
Credit Agreement applicable to this note including provisions for disbursement
of principal, applicable interest rates before and after certain Events of
Default, voluntary and mandatory prepayments, acceleration of maturity, exercise
of Rights, payment of attorney's fees, courts costs and other costs of
collection, certain waivers by the Maker and other obligors, assurances and
security, choice of New York and United States federal law, usury savings and
other matters applicable to Credit Documents under the Credit Agreement.

                                  TEPPCO PARTNERS, L.P., as the Maker

                                  By  TEXAS EASTERN PRODUCTS PIPELINE
                                      COMPANY, LLC, as General Partner


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



<PAGE>



                                    EXHIBIT B

                                FORM OF GUARANTY


         THIS GUARANTY (this "GUARANTY") is executed as of [_______________], by
[NAME OF GUARANTOR], a ________________ (the "GUARANTOR") and a subsidiary of
TEPPCO PARTNERS, L.P., a Delaware limited partnership (the "BORROWER"), for the
benefit of SUNTRUST BANK (in its capacity as the Administrative Agent for the
lenders (the "LENDERS") now or in the future party to the Credit Agreement
described below, the "ADMINISTRATIVE AGENT"), (as defined in the Credit
Agreement) and the Lenders.

         The Borrower, the Administrative Agent and the Lenders have executed
the Credit Agreement, dated as of March __, 2002 (as renewed, extended, amended
or restated, the "CREDIT AGREEMENT"). The execution and delivery of this
Guaranty are conditions precedent to the obligations of the Lenders to make
available Borrowings under the Credit Agreement. All of the terms defined in the
Credit Agreement have the same meanings when used, unless otherwise defined, in
this Guaranty.

         ACCORDINGLY, for adequate and sufficient consideration, and in order to
induce the Lenders to make available Borrowings under the Credit Agreement, the
Guarantor hereby agrees as follows:

1.       GUARANTY.

                  (a) The Guarantor hereby guarantees (jointly and severally
         with any other "Guarantor" under the Credit Agreement) to the
         Administrative Agent and the Lenders (collectively, the "FINANCE
         PARTIES") the full and punctual payment when due (whether at maturity,
         by acceleration or otherwise), and in manner specified under the Credit
         Documents, of all of the Obligations. This Guaranty is an absolute,
         unconditional and continuing guaranty of the full and punctual payment
         and not of their collectibility only and is in no way conditioned upon
         any other means of obtaining their payment. Should the Borrower default
         in the payment of any of the Obligations, the obligations of the
         Guarantor hereunder shall become immediately due and payable to the
         Finance Parties. The obligations of the Guarantor under this Guaranty
         (the "GUARANTOR OBLIGATIONS") are independent of the Obligations, and a
         separate action or actions may be brought and prosecuted against the
         Guarantor to enforce this Guaranty, irrespective of whether any action
         is brought against the Borrower or any other guarantor of the
         Obligations or whether the Borrower or any such guarantor is joined in
         any such action or actions.

                  (b) The Guarantor further agrees, as the principal obligor and
         not as a guarantor only, to pay to the Finance Parties, on demand, all
         costs and expenses (including court costs and reasonable legal
         expenses) incurred or expended by the Finance Parties in connection
         with the enforcement of this Guaranty.

                  (c) The Guarantor hereby agrees to indemnify each Finance
         Party on demand against any loss or liability suffered by such Finance
         Party if any of the Obligations is or becomes, unenforceable, invalid
         or illegal.



<PAGE>



         2. CUMULATIVE RIGHTS. If the Guarantor becomes liable for any
indebtedness owing by the Borrower to any Finance Party, other than under this
Guaranty, that liability may not be in any manner impaired or affected by this
Guaranty. The Rights of the Finance Parties under this Guaranty are cumulative
of any and all other Rights that any Finance Party may ever have against the
Guarantor. The exercise by Bank of any Right under this Guaranty or otherwise
does not preclude the concurrent or subsequent exercise of any other Right.

         3. LIMITATION ON LIABILITY. Anything in this Guaranty to the contrary
notwithstanding, the obligations of the Guarantor hereunder shall be limited to
a maximum aggregate amount equal to the greatest amount that would not render
the Guarantor's obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any provisions of applicable state law (collectively, the "FRAUDULENT
TRANSFER LAWS"), in each case after giving effect to all other liabilities of
the Guarantor, contingent or otherwise, that are relevant under the fraudulent
transfer laws (specifically excluding, however, any liabilities of the Guarantor
(i) in respect of intercompany indebtedness to the Borrower or Affiliates of the
Borrower to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by the Guarantor hereunder and (ii) under any guaranty
of senior unsecured indebtedness or Debt subordinated in right of payment of the
Obligations, which guaranty shall contain a limitation as to maximum amount
similar to that set forth in this Section, pursuant to which the liability of
the Guarantor hereunder is included in the liabilities taken into account in
determining such maximum amount) and after giving effect as assets to the value
(as determined under the applicable provisions of the fraudulent transfer laws)
of any rights to subrogation, contribution, reimbursement, indemnity or similar
rights of the Guarantor pursuant to (A) applicable law or (B) any agreement
providing for an equitable allocation among the Guarantor and other Affiliates
of the Borrower of obligations arising under guarantees by such parties.

         4. SUBORDINATION. All principal of and interest on all indebtedness,
liabilities and obligations of the Companies to the Guarantor (the "SUBORDINATED
DEBT"), whether direct, indirect, fixed, contingent, liquidated, unliquidated,
joint, several or joint and several, now or in the future existing, due or to
become due to the Guarantor, or held or to be held by the Guarantor, whether
created directly or acquired by assignment or otherwise, and whether evidenced
by written instrument or not, is expressly subordinated to the full and final
payment of the Guarantor Obligations (and the Guarantor agrees not to accept any
payment of any Subordinated Debt from the Companies) during any period when any
Event of Default or Potential Default has occurred and is continuing. If the
Guarantor receives any payment of any Subordinated Debt in violation of the
preceding subordination provision, then the Guarantor shall hold that payment in
trust for the Finance Parties and promptly turn it over to the Administrative
Agent, in the form received (with any necessary endorsements), to be applied to
the Guarantor Obligations.

         5. SUBROGATION AND CONTRIBUTION. Until the Commitments have been
terminated and the Guarantor Obligations have been fully paid and performed (a)
the Guarantor may not assert, enforce or otherwise exercise any Right of
subrogation to any of the Rights or Liens of any Finance Party or any other
beneficiary against the Borrower or any other obligor on the Obligations or any
collateral or other security or any Right of recourse, reimbursement,
subrogation, contribution, indemnification, or similar Right against the
Borrower or any other



                                      B-2
<PAGE>



obligor on the Obligations or any guarantor thereof, (b) the Guarantor defers
all of the foregoing Rights (whether they arise in equity, under contract, by
statute, under common law or otherwise), and (c) the Guarantor defers the
benefit of, and any Right to participate in, any collateral or other security
given to any Finance Party or to any other beneficiary to secure payment of any
part of the Obligations.

         6. NO RELEASE. The Guarantor's obligations under this Guaranty shall
not be released, diminished, or impaired by the occurrence of any one or more of
the following events: (a) Any taking or accepting of any other security or
assurance for the Obligations; (b) any release, surrender, exchange,
subordination, impairment, or loss of any collateral securing the Obligations;
(c) any full or partial release of the liability of any other obligor on the
Obligations (other than as the result of payment on the Obligations); (d) the
modification of, or waiver of compliance with, any terms of any other Credit
Document; (e) any present or future insolvency, bankruptcy, or lack of
corporate, partnership or limited liability company power of any other obligor
at any time liable for the Obligations; (f) any renewal, extension or
rearrangement of the Obligations or any adjustment, indulgence, forbearance or
compromise that may be granted or given by any Finance Party to any other
obligor on the Obligations; (g) any neglect, delay, omission, failure or refusal
of any Finance Party to take or prosecute any action in connection with the
Obligations; (h) any failure of any Finance Party to notify the Guarantor of any
renewal, extension or assignment of any part of the Obligations, or the release
of any security or of any other action taken or refrained from being taken by
any Finance Party against the Borrower, or any new agreement among the Finance
Parties and the Borrower, it being understood that no Finance Party is required
to give the Guarantor notice of any kind under any circumstances whatsoever with
respect to or in connection with any part of the Obligations, other than any
notice specifically required to be given to the Guarantor by applicable Legal
Requirements or elsewhere in this Guaranty; (i) the unenforceability of the
Obligations against any other obligor because they exceed the amount permitted
by applicable Legal Requirements, the act of creating the Obligations is ultra
vires, the officers creating the Obligations exceeded their authority or
violated their fiduciary duties in connection with the Obligations, or
otherwise; or (j) any payment of any part of the Obligations to any Finance
Party is held to constitute a preference under any Debtor Law or for any other
reason any Finance Party is required to refund that payment or make payment to
someone else (and in each such instance this Guaranty shall be reinstated in an
amount equal to that payment).

         7. WAIVERS. The Guarantor waives (to the extent lawful and until full
payment of the Guarantor Obligations) all defenses to the enforcement of this
Guaranty (and Rights that may be asserted as defenses to the enforcement of this
Guaranty) including, but not limited to (i) any Right to revoke this Guaranty
with respect to future indebtedness arising under the Credit Agreement; (ii) any
Right to require any Finance Party to do any of the following before the
Guarantor is obligated to pay any part of the Guarantor Obligations or before
any Finance Party may proceed against the Guarantor: (A) sue or exhaust remedies
against the Borrower and other guarantors or obligors in respect of the
Obligations, (B) sue on an accrued right of action in respect of the Obligations
or bring any other action, exercise any other right or exhaust all other
remedies, or (C) enforce rights against the Borrower's assets or the collateral
pledged by the Borrower to secure any part of the Obligations; (iii) any right
relating to the timing, manner or conduct of any Finance Party's enforcement of
rights against the Borrower's assets or the collateral pledged by the Borrower
to secure any part of the Obligations; (iv) if the Guarantor



                                       B-3
<PAGE>



and the Borrower (or a third party) have each pledged assets to secure any part
of the Obligations or the Guaranteed Obligations or the Guaranteed Obligations,
any right to require any Finance Party to proceed first against the other
collateral before proceeding against collateral pledged by the Guarantor; (v)
notice that this Guaranty has been accepted by any Finance Party and notice of
any indebtedness to which this Guaranty may apply; (vi) any right of the
Guarantor to receive notice from any Finance Party of changes that affect the
creditworthiness of the Borrower; and (vii) except for any notice specifically
required by this Guaranty, presentation, presentment, demand for payment,
protest, notice of protest, notice of dishonor or nonpayment of any
indebtedness, notice of intent to accelerate, notice of acceleration, notice of
any suit or other action by any Finance Party against the Borrower, the
Guarantor or any other Person and any notice to any party liable for the
obligation that is the subject of the suit or action.

         8. CREDIT AGREEMENT PROVISIONS. The Guarantor acknowledges that (a) the
Borrower has made certain representations and warranties in the Credit Agreement
with respect to the Guarantor and confirms that each such representation and
warranty is true and correct, with the same effect as set forth herein, and (b)
the Borrower has made certain covenants and agreements in the Credit Agreement
with respect to the Guarantor and agrees to promptly and properly comply with or
be bound by each of them, with the same effect as if set forth herein.

         9. RELIANCE AND DUTY TO REMAIN INFORMED. The Guarantor confirms that it
has executed and delivered this Guaranty after reviewing the terms and
conditions of the Credit Documents and all other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute and
deliver this Guaranty. The Guarantor confirms that it has made its own
independent investigation with respect to the Borrower's creditworthiness and is
not executing and delivering this Guaranty in reliance on any representation or
warranty by any Finance Party as to that creditworthiness. The Guarantor
expressly assumes all responsibilities to remain informed of the financial
condition of the Borrower and any circumstances affecting the Borrower's ability
to perform under the Credit Documents to which it is a party or any collateral
securing the Obligations.

         10. NO REDUCTION. Subject to Section 3 of this Guaranty, the Guarantor
Obligations may not be reduced, discharged or released because or by reason of
any existing or future offset, claim or defense (except for the defense of
complete and final payment of the Guarantor Obligations) of the Borrower or any
other obligor against any Finance Party or against payment of the Guarantor
Obligations, whether that offset, claim or defense arises in connection with the
Guarantor Obligations or otherwise. Those claims and defenses include, without
limitation, failure of consideration, breach of warranty, fraud, bankruptcy,
incapacity/infancy, statute of limitations, lender liability, accord and
satisfaction, usury, forged signatures, mistake, impossibility, frustration of
purpose and unconscionability.

         11. COMMUNICATIONS. For purposes of Section 14.2 of the Credit
Agreement, the Guarantor's address and fax number are the same as the Borrower.

         12. AMENDMENTS, ETC. No amendment, waiver or discharge to or under this
Guaranty is valid unless it is in writing and is signed by the party against
whom it is sought to be enforced and is otherwise in conformity with the
requirements of Section 14.8 of the Credit Agreement.



                                      B-4
<PAGE>



         13. ENTIRETY. THIS GUARANTY AND ANY OTHER CREDIT DOCUMENT TO WHICH THE
GUARANTOR IS A PARTY REPRESENT THE FINAL AGREEMENT AMONG THE GUARANTOR, THE
ADMINISTRATIVE AGENT AND THE LENDERS WITH RESPECT TO THE SUBJECT MATTER OF THIS
GUARANTY AND ANY SUCH OTHER CREDIT DOCUMENT AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

         14. ADMINISTRATIVE AGENT AND THE LENDERS. The Administrative Agent may,
without the joinder of any other Finance Party, exercise any Rights in any
Finance Party's favor under or in connection with this Guaranty. The
Administrative Agent's and other Finance Party's Rights and obligations
vis-a-vis each other may be subject to one or more separate agreements between
those parties. However, the Guarantor is not required to inquire about any such
agreement or is subject to any terms of it unless the Guarantor specifically
joins it. Therefore neither the Guarantor nor its successors or assigns is
entitled to any benefits or provisions of any such separate agreement or is
entitled to rely upon or raise as a defense any party's failure or refusal to
comply with the provisions of it.

         15. PARTIES. This Guaranty benefits the Finance Parties and their
respective successors and permitted assigns and binds the Guarantor and their
successors and assigns. Upon appointment of any successor Administrative Agent
under, and pursuant to the terms of, the Credit Agreement, all of the Rights of
the Administrative Agent under this Guaranty automatically vest in such
successor Administrative Agent without any further act, deed, conveyance or
other formality other than that appointment. The Rights of the Administrative
Agent and the Lenders under this Guaranty may be transferred with any permitted
assignment of the Obligations. The Credit Agreement contains provisions
governing assignments of the Obligations and of Rights and obligations under
this Guaranty.

         16. VENUE, SERVICE OF PROCESS, AND JURY TRIAL. THE GUARANTOR, 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 THIS GUARANTY AND THE GUARANTEED OBLIGATION BROUGHT IN THE
DISTRICT COURTS OF NEW YORK COUNTY, NEW YORK, OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT 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
OBLIGATION 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 all
encompassing of any and all disputes that may be filed in any court and that



                                      B-5
<PAGE>



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 GUARANTOR ACKNOWLEDGES THAT THESE WAIVERS ARE A
MATERIAL INDUCEMENT TO EACH FINANCE PARTY'S AGREEMENT TO ENTER INTO A BUSINESS
RELATIONSHIP, THAT EACH FINANCE PARTY HAS ALREADY RELIED ON THESE WAIVERS IN
ENTERING INTO THE CREDIT AGREEMENT AND THAT EACH FINANCE PARTY WILL CONTINUE TO
RELY ON EACH OF THESE WAIVERS IN RELATED FUTURE DEALINGS. THE GUARANTOR 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 paragraph 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 this Guaranty. In connection with any Litigation,
this Guaranty may be filed as a written consent to a trial by the court.

         17. GOVERNING LAW. This Guaranty shall be governed by, and construed in
accordance with, the law of the State of New York and the United States of
America.



                                      B-6
<PAGE>



         EXECUTED as of the date first stated in this Guaranty.

                                         [NAME OF GUARANTOR]


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


         EXECUTED by the Administrative Agent solely in acknowledgment of
Paragraph 15 above.

                                         SUNTRUST BANK, as Administrative
                                         Agent


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



<PAGE>



                                   EXHIBIT C-1

                            FORM OF BORROWING REQUEST

AGENT:      SunTrust Bank                               DATE:           ,
                                                             ----------- -------
BORROWER:   TEPPCO PARTNERS, L.P.

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

         This notice is delivered under Article 2 of the Credit Agreement, dated
as of March __, 2002 (as renewed, extended and amended, the "CREDIT AGREEMENT"),
among the Borrower, the Administrative Agent and certain lenders. Terms defined
in the Credit Agreement have the same meanings when used (unless otherwise
defined) in this request.

         The Borrower requests a Borrowing under the Credit Agreement as
follows:

<Table>
<S>                                                                             <C>
         Borrowing Date(1)
                                                                                ---------------
         Amount of Borrowing(2)                                                 $
                                                                                ---------------
         Type of Borrowing(3)
                                                                                ---------------
         LIBOR Rate Borrowing, the Interest Period(4)                                    months
                                                                                --------
</Table>


         The Borrower certifies that on the date of this request and on the
above Borrowing Date (after giving effect to the requested Borrowing) (a) all of
the representations and warranties in the Credit Documents are and will be true
and correct in all material respects (unless they speak to a specific date or
the facts on which they are based have been changed by transactions contemplated
or permitted by the Credit Agreement), (b) no Material Adverse Event, Event of
Default or Potential Default has or will have occurred and is or will be
continuing, and (c) the amount of the Borrowing will not cause any of the
limitations in Section 2.1 or 2.5 to be exceeded.

                                     TEPPCO PARTNERS, L.P., the Borrower

                                     By   TEXAS EASTERN PRODUCTS PIPELINE
                                          COMPANY, LLC, as General Partner

                                     By
                                        ----------------------------------------
                                        Name:
                                     (5)Title:


----------
(1)  Business Day of request for Base Rate Borrowing or at least second Business
     Day after request for LIBOR Rate Borrowing.

(2)  Not less than $1,000,000 or a $100,000 greater multiple for a Base Rate
     Borrowing and not less than $10,000,000 or a $1,000,000 greater multiple
     for a LIBOR Rate Borrowing.

(3)  LIBOR Rate Borrowing or Base Rate Borrowing.

(4)  1, 2, 3 or 6 months.

(5)  Must be a Responsible Officer.



<PAGE>



                                   EXHIBIT C-2

                          FORM OF NOTICE OF CONVERSION


AGENT:      SunTrust Bank                               DATE:           ,
                                                             ----------- -------
BORROWER:   TEPPCO PARTNERS, L.P.

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

         This notice is delivered under Section 3.10 of the Credit Agreement,
dated as of March __, 2002 (as renewed, extended and amended, the "CREDIT
AGREEMENT"), among the Borrower, the Administrative Agent and certain lenders.
Terms defined in the Credit Agreement have the same meanings when used (unless
otherwise defined) in this notice.

         The Borrower presently has a __________ (6) Borrowing (the "EXISTING
BORROWING") in the amount of $__________, which, if a LIBOR Rate Borrowing, has
an Interest Period of _________ (7) ending on __________. On __________ (the
"CONVERSION DATE"), the Borrower shall partially pay, continue in full or part
as the same Type of Borrowing, or convert in full or part to another Type of
Borrowing and (if applicable) with the Interest Period(s) designated below
[check applicable boxes]:

         [ ]  Amount to be paid, if any, $                    .
                                          --------------------

         [ ]  Balance to be in the following Types of Borrowings with (if
              applicable) the following Interest Period(s):

<Table>
<Caption>
       TYPE                 AMOUNT               INTEREST PERIOD
-------------------- ---------------------- ---------------------------
<S>                  <C>                    <C>
                     $
                     $
                     $
                     $
</Table>


         The Borrower certifies that on the date of this notice and on the
Conversion Date (and after giving effect to the above actions) (a) all of the
representations and warranties in the Credit Documents will be true and correct
in all material respects (unless they speak to a specific date or the facts on
which they are based have been changed by transactions contemplated or expressly
permitted by the Credit Agreement) and (b) no Material Adverse Event, Default or
Potential Default has or will have occurred and is or will be continuing.


----------
(6)    Base Rate or LIBOR Rate.

(7)    1, 2, 3 or 6 months.



<PAGE>



                                       TEPPCO PARTNERS, L.P., as Borrower

                                       By  TEXAS EASTERN PRODUCTS PIPELINE
                                           COMPANY, LLC, as General Partner

                                       By
                                         ---------------------------------------
                                         Name:
                                      (8)Title:


----------
(8)    Must be a Responsible Officer.




                                      C-2-2
<PAGE>




                                   EXHIBIT C-3

                         FORM OF COMPLIANCE CERTIFICATE

                                   (BORROWER)



      FOR THE FISCAL QUARTER/YEAR ENDED __________ (the "SUBJECT PERIOD")


AGENT:      SunTrust Bank                                  DATE:        ,
                                                                -------  ------
BORROWER:   TEPPCO PARTNERS, L.P.

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

         This notice is delivered under Section 8.1 of the Credit Agreement,
dated as of March __, 2002 (as renewed, extended and amended, the "CREDIT
AGREEMENT"), among the Borrower, the Administrative Agent and certain lenders.
Terms defined in the Credit Agreement have the same meanings when used (unless
otherwise defined) in this certificate.

         In my capacity as a Responsible Officer, and on behalf of the Borrower,
I certify to the Administrative Agent and each Lender on the date of this
certificate that (a) I am a Responsible Officer, (b) the Borrower's Financial
Statements attached to this certificate were prepared in accordance with GAAP
and present fairly its consolidated and (if annual Financials) consolidating
financial condition and results of operation as of, and for the fiscal quarter
or year, as the case may be, ended on, the last day of the Subject Period, (c) a
review of the activities of the Companies during the Subject Period has been
made under my supervision with a view to determining whether, during the Subject
Period, the Companies performed and complied with all of their obligations under
the Credit Documents, and, during the Subject Period, to my knowledge (i) the
Companies performed, and complied with all of their obligations under the Credit
Documents (except for the deviations, if any, described on a schedule attached
to this certificate) in all material respects and (ii) no Event of Default (nor
any Potential Default) has occurred which has not been cured or waived (except
the Events of Default or Potential Defaults, if any, described on the schedule
attached to this certificate), and (d) to my knowledge, the status of compliance
by the Companies with Article 10 of the Credit Agreement at the end of the
Subject Period is as described on the schedule attached to this certificate.

                                      By
                                        ----------------------------------------
                                        Name:
                                     (9)Title:


   [COMPLIANCE CERTIFICATE NOT EFFECTIVE WITHOUT COMPLETED SCHEDULE ATTACHED]


----------
(9)    Must be a Responsible Officer.




<PAGE>



                       SCHEDULE TO COMPLIANCE CERTIFICATE

                   (For Fiscal Quarter/Year Ended __________)


         A. Describe deviations from performance or compliance with covenants,
if any, pursuant to clause (c)(i) of the attached certificate. If none, so
state.


         B. Describe Potential Defaults and Events of Default, if any, pursuant
to clause (c)(ii) of the attached certificate. If none, so state.


         C. Reflect compliance with Article 10 at the end of the subject period
on a consolidated basis pursuant to clause (d) of the attached certificate. The
following table is a short-hand reflection of that compliance and must be
completed fully in accordance with the express language of the Credit Agreement.

<Table>
<Caption>
                                COVENANT                                        AT END OF SUBJECT PERIOD
-------------------------------------------------------------------------- ------------------------------------
<S>                                                                        <C>                <C>
SECTION 10.1      MINIMUM CONSOLIDATED NET WORTH

a.                The Consolidated Net Worth of the Borrower as of the last day                       $
                  of the subject period

b.                80% of the Consolidated Net Worth of the Borrower as of          $
                  December 31, 2000

c.                100% of the Net Cash Proceeds of all Equity Events occurring     $
                  after December 31, 2000

d.                MINIMUM --- Sum of Line (b) and Line (c)                                            $

SECTION 10.2      MAXIMUM CONSOLIDATED FUNDED DEBT/PRO FORMA
                  EBITDA RATIO

a.                Consolidated Funded Debt as of the last day of subject period                       $

b.                Pro Forma EBITDA for the four consecutive fiscal quarters        $
                  ending with last day of subject period

c.                Ratio of Line (a) to Line (b)                                                              to 1.00
                                                                                                      ------

d.                MAXIMUM                                                                             4.50 to 1.00

</Table>



                                      C-3-2
<PAGE>



<Table>
<Caption>
                                COVENANT                                        AT END OF SUBJECT PERIOD
-------------------------------------------------------------------------- ------------------------------------
<S>                                                                        <C>                <C>
SECTION 10.3      FIXED CHARGE COVERAGE RATIO


a.                EBITDA of the Borrower as of the last day of Subject Period                         $

b.                Interest Expense for the four consecutive fiscal quarters        $
                  ending with last day of Subject Period (excluding Interest
                  Expense of Excluded Subsidiaries)

c.                Maintenance Capital Expenditures for the four consecutive        $
                  fiscal quarters ending with last day of Subject Period
                  (excluding Maintenance Capital Expenditures of Excluded
                  Subsidiaries)

d.                Sum of Line (b) and Line (c)                                                        $

e.                Ratio of Line (a) to Line (d)                                                              to 1.00
                                                                                                      ------

f.               Minimum                                                                              1.75 to 1.00
</Table>



                                      C-3-3
<PAGE>



                                    EXHIBIT D

                               OPINION OF COUNSEL

                   [TO BE COMPLETED ONCE FORM IS AGREED UPON]




<PAGE>



                                    EXHIBIT E

                              ASSIGNMENT AGREEMENT


         THIS AGREEMENT (the "AGREEMENT") is entered into as of __________,
between __________ (the "ASSIGNOR") and __________ (the "ASSIGNEE").

         TEPPCO PARTNERS, L.P., a Delaware limited partnership (the "BORROWER"),
the Lenders and SUNTRUST BANK, as the Administrative Agent for the Lenders are
parties to the Credit Agreement, dated as of March __, 2002 (as renewed,
extended, amended, or restated, the "CREDIT AGREEMENT"), all of the defined
terms in which have the same meanings when used, unless otherwise defined, in
this Agreement. This Agreement is entered into as required by Section 14.10(d)
of the Credit Agreement and is not effective (unless otherwise provided in that
Section) until consented to by the Borrower and the Administrative Agent, which
consents may not under the Credit Agreement be unreasonably withheld.

         ACCORDINGLY, for adequate and sufficient consideration, the Assignor
and the Assignee agree as follows:

         1. ASSIGNMENT. By this agreement, and effective as of __________ (which
must be at least five Business Days after the execution and delivery of this
agreement to both the Administrative Agent and, if required, the Borrower, for
consent, the "EFFECTIVE DATE"), the Assignor sells and assigns to the Assignee
(without recourse to the Assignor), and the Assignee purchases and assumes from
the Assignor [a ___% interest of the Assignor's Commitment] [and] [a ___%
interest in the Assignor's Borrowings] as of the Effective Date, and all related
rights and obligations under the Credit Agreement (the "ASSIGNED INTEREST"),
which, if not equal to 100%, must be a percentage, when computed as an aggregate
dollar amount, that is at least $5,000,000.

         2. ASSIGNOR PROVISIONS. The Assignor (a) represents and warrants to the
Assignee that, as of the Effective Date, the Assignor is the legal and
beneficial owner of the Assigned Interest, which is free and clear of any
adverse claim, and (b) makes no representation or warranty to the Assignee and
assumes no responsibility to the Assignee with respect to (i) any statements,
warranties, or representations made in or in connection with any Credit
Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency, or value of any Credit Document, or (iii) the financial condition
of the Borrower or any Company or the performance or observance by any Company
of any of its obligations under any Credit Document.

         3. ASSIGNEE PROVISIONS. The Assignee (a) represents and warrants to the
Assignor, the Borrower and the Administrative Agent that the Assignee is legally
authorized to enter into this Agreement, (b) confirms that it has received a
copy of the Credit Agreement, copies of the Current Financials, and such other
documents and information as it deems appropriate to make its own credit
analysis and decision to enter into this Agreement, (c) agrees with Assignor,
the Borrower and the Administrative Agent that the Assignee shall (independently
and without reliance upon the Administrative Agent, the Assignor, or any other
Lender and based on such



<PAGE>



documents and information as the Assignee deems appropriate at the time)
continue to make its own credit decisions in taking or not taking action under
the Credit Documents, (d) appoints and authorizes the Administrative Agent to
take such action as the Administrative Agent on its behalf and to exercise such
powers under the Credit Documents as are delegated to the Administrative Agent
by the terms of the Credit Documents and all other reasonably-incidental powers,
and (e) agrees with the Assignor, the Borrower and the Administrative Agent that
the Assignee shall perform and comply with all provisions of the Credit
Documents applicable to the Lenders in accordance with their respective terms.
If the Assignee is not organized under the laws of the United States of America
or one of its states, it (i) represents and warrants to Assignor, the
Administrative Agent, and the Borrower that no Taxes are required to be withheld
by Assignor, the Administrative Agent, or the Borrower with respect to any
payments to be made to it in respect of the Obligation, and it has furnished to
the Administrative Agent and the Borrower two duly completed copies of either
U.S. Internal Revenue Service W-8BEN or W-8ECI or any other form acceptable to
the Administrative Agent that entitles the Assignee to exemption from U.S.
federal withholding Tax on all interest payments under the Credit Documents,
(ii) covenants to provide the Administrative Agent and the Borrower a new Form
W-8BEN or W-8ECI or other form acceptable to the Administrative Agent upon the
expiration or obsolescence of any previously delivered form according to law,
duly executed and completed by it, and to comply from time to time with all laws
with regard to the withholding Tax exemption, and (iii) agrees with the
Administrative Agent and the Borrower that, if any of the foregoing is not true
or the applicable forms are not provided, then the Administrative Agent and the
Borrower (without duplication) may deduct and withhold from interest payments
under the Credit Documents any United States federal-income Tax at the full rate
applicable under the IRC.

         4. CREDIT AGREEMENT AND COMMITMENTS. From and after the Effective Date
(a) the Assignee shall be a party to the Credit Agreement and (to the extent
provided in this Agreement) shall have the Rights and obligations of a Lender
under the Credit Documents and (b) the Assignor shall (to the extent provided in
this agreement) relinquish its Rights and be released from its obligations under
the Credit Documents. On the Effective Date, after giving effect to this
Agreement, but without giving effect to any other assignments or reductions in
the Commitments by the Borrower that have not yet become effective, the
Assignor's total Commitment (which must be at least $10,000,000), and the
Assignee's total Commitment will be $_________________ and $_________________,
respectively.

         5. NOTES. The Assignor and the Assignee request the Borrower to issue
new Notes to the Assignor and the Assignee in the amounts of their respective
Commitments under Paragraph 4 above and otherwise issued in accordance with the
Credit Agreement. Upon delivery of those Notes, the Assignor shall return to the
Borrower all Notes previously delivered to the Assignor under the Credit
Agreement.

         6. PAYMENTS AND ADJUSTMENTS. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignee. The Assignor and the Assignee shall make all appropriate adjustments
in payments for periods before the Effective Date by the Administrative Agent or
with respect to the making of this assignment directly between themselves.



                                       E-2
<PAGE>



         7. CONDITIONS PRECEDENT. Paragraphs 1 through 6 above are not effective
until (a) counterparts of this agreement are executed and delivered by the
Assignor and the Assignee to (and are executed in the spaces below by) the
Borrower and the Administrative Agent and (b) the Administrative Agent receives
from Assignor a $1,000 processing fee.

         8. COMMUNICATIONS. For purposes of Section 14.2 of the Credit
Agreement, the Assignee's address, telephone number and telecopy number (until
changed under that Section) are beside its signature below.

         9. AMENDMENTS, ETC. No amendment, waiver or discharge to or under this
Agreement is valid unless in a writing that is signed by the party against whom
it is sought to be enforced and is otherwise in conformity with the requirements
of the Credit Agreement.

         10. ENTIRETY. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
ASSIGNOR AND THE ASSIGNEE ABOUT ITS SUBJECT MATTER AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
ASSIGNOR AND THE ASSIGNEE. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
ASSIGNOR AND THE ASSIGNEE.

         11. PARTIES. This agreement binds and benefits the Assignor, the
Assignee and their respective successors and assigns that are permitted under
the Credit Agreement.

         EXECUTED as of the date first stated in this Agreement.


[ASSIGNOR]                                   [ASSIGNEE]


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


                                             Address
                                                    ----------------------------

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

                                             -----------------------------------
                                             Phone
                                                  ------------------------------
                                             Fax
                                                --------------------------------



                                      E-3
<PAGE>


         As of the Effective Date, the Borrower and the Administrative Agent
consent to this Agreement and the transactions contemplated in it.


TEPPCO PARTNERS, L.P., as Borrower            SUNTRUST BANK, as Administrative
                                              Agent
By TEXAS EASTERN PRODUCTS
   PIPELINE COMPANY, LLC, as
   General Partner                            By
                                                --------------------------------
                                                Name:
                                                Title:

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



                                       E-4