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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY
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                          FOURTH AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                     AMONG

                         EL PASO ENERGY PARTNERS L.P.,

                  EL PASO ENERGY PARTNERS FINANCE CORPORATION,

                              THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO,

                                CREDIT LYONNAIS,
                              AS SYNDICATION AGENT

                                BANKBOSTON, N.A.
                             AS DOCUMENTATION AGENT

                                      AND

                           THE CHASE MANHATTAN BANK,
                             AS ADMINISTRATIVE AGENT

                          DATED AS OF MARCH 23, 1995,
                            AS AMENDED AND RESTATED
                             THROUGH JUNE 30, 2000

================================================================================

                    CHASE SECURITIES INC., AS LEAD ARRANGER
                                AND BOOK MANAGER


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                               TABLE OF CONTENTS
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SECTION 1. DEFINITIONS .......................................................................    1
1.1 Defined Terms ............................................................................    1
1.2 Other Definitional Provisions ............................................................   20

SECTION 2. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS ..................................   20
2.1 Revolving Credit Commitments .............................................................   20
2.2 Repayment of Loans; Evidence of Debt .....................................................   21
2.3 Procedure for Revolving Credit Borrowing .................................................   21
2.4 Limitations on Revolving Credit Loans ....................................................   22
2.5 Commitment Fee ...........................................................................   22
2.6 Termination or Reduction of Revolving Credit Commitments .................................   22
2.7 Extensions of Revolving Credit Termination Date ..........................................   23

SECTION 3. LETTERS OF CREDIT .................................................................   23
3.1 Issuance of Letters of Credit ............................................................   23
3.2 Procedure for Issuance of Letters of Credit ..............................................   24
3.3 Participations and Payments in Respect of the Letters of Credit ..........................   24
3.4 Fees, Commissions and Other Charges ......................................................   25
3.5 Reimbursement Obligation of the Borrower .................................................   26
3.6 Obligations Absolute .....................................................................   26
3.7 Letter of Credit Payments ................................................................   27
3.8 Applications .............................................................................   27

SECTION 4. GENERAL PROVISIONS ................................................................   27
4.1 Optional and Mandatory Prepayments .......................................................   27
4.2 Conversion and Continuation Options ......................................................   28
4.3 Minimum Amounts of Tranches ..............................................................   28
4.4 Interest Rates and Payment Dates .........................................................   28
4.5 Computation of Interest and Fees .........................................................   29
4.6 Inability to Determine Interest Rate .....................................................   29
4.7 Pro Rata Treatment and Payments ..........................................................   30
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4.8  Illegality ..............................................................................   31
4.9  Requirements of Law .....................................................................   31
4.10 Taxes ...................................................................................   32
4.11 Indemnity ...............................................................................   33
4.12 Lenders Obligation to Mitigate ..........................................................   33
4.13 Certain Permitted Transactions ..........................................................   34
4.14 Certain Adjustments .....................................................................   34
4.15 Redesignated Senior Indebtedness ........................................................   35

SECTION 5. REPRESENTATIONS AND WARRANTIES ....................................................   35
5.1  Financial Condition .....................................................................   35
5.2  No Change ...............................................................................   36
5.3  Existence; Compliance with Law ..........................................................   36
5.4  Power; Authorization; Enforceable Obligations ...........................................   36
5.5  No Legal Bar ............................................................................   37
5.6  No Material Litigation ..................................................................   37
5.7  No Default ..............................................................................   37
5.8  Ownership of Property; Liens ............................................................   37
5.9  Intellectual Property ...................................................................   37
5.10 No Burdensome Restrictions ..............................................................   37
5.11 Taxes ...................................................................................   38
5.12 Federal Regulations .....................................................................   38
5.13 ERISA ...................................................................................   38
5.14 Investment Company Act; Other Regulations ...............................................   38
5.15 Subsidiaries ............................................................................   38
5.16 Purpose of Revolving Credit Loans, Letters of Credit ....................................   38
5.17 Environmental Matters ...................................................................   38
5.18 Accuracy and Completeness of Information ................................................   40
5.19 Security Documents ......................................................................   40
5.20 Joint Venture Charters, Management Agreement, etc. ......................................   40
5.21 Senior Debt .............................................................................   41
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SECTION 6. CONDITIONS PRECEDENT ..............................................................   41
6.1  Conditions to Initial Extensions of Credit ..............................................   41
6.2  Conditions to Each Extension of Credit ..................................................   45

SECTION 7. AFFIRMATIVE COVENANTS .............................................................   45
7.1  Financial Statements ....................................................................   46
7.2  Certificates; Other Information .........................................................   47
7.3  Payment of Obligations ..................................................................   48
7.4  Conduct of Business and Maintenance of Existence ........................................   49
7.5  Maintenance of Property; Insurance ......................................................   49
7.6  Inspection of Property; Books and Records; Discussions ..................................   49
7.7  Notices .................................................................................   49
7.8  Environmental Laws ......................................................................   50
7.9  Maintenance of Liens of the Security Documents ..........................................   50
7.10 Pledge of After-Acquired Property .......................................................   51
7.11 Agreements Respecting Unrestricted Subsidiaries .........................................   51
7.12 Commodity Hedging Programs ..............................................................   52
7.13 Joint Venture Charters, Management Agreement, etc. ......................................   52
SECTION 8. NEGATIVE COVENANTS ................................................................   52
8.1  Financial Condition Covenants ...........................................................   52
8.2  Limitation on Indebtedness ..............................................................   53
8.3  Limitation on Liens .....................................................................   53
8.4  Limitation on Guarantee Obligations .....................................................   54
8.5  Limitations on Fundamental Changes ......................................................   55
8.6  Limitation on Sale of Assets ............................................................   56
8.7  Limitation on Dividends .................................................................   56
8.8  Limitation on Investments, Loans and Advances ...........................................   57
8.9  Limitation on Optional Payments and Modifications of Debt Instruments and Other
     Agreements ..............................................................................   58
8.10 Limitation on Transactions with Affiliates ..............................................   58
8.11 Limitation on Sales and Leasebacks ......................................................   58
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8.12 Limitation on Changes in Fiscal Year ....................................................   59
8.13 Limitation on Lines of Business .........................................................   59
8.14 Corporate Documents .....................................................................   59
8.15 Compliance with ERISA ...................................................................   59
8.16 Limitation on Restrictions Affecting Subsidiaries .......................................   59
8.17 Creation of Restricted Subsidiaries .....................................................   59
8.18 Hazardous Materials .....................................................................   60
8.19 Holding Companies .......................................................................   60
8.20 No Voluntary Termination of Joint Venture Charters ......................................   60
8.21 Actions by Joint Ventures ...............................................................   61
8.22 Hedging Transactions ....................................................................   61

SECTION 9. EVENTS OF DEFAULT .................................................................   61

SECTION 10. THE ADMINISTRATIVE AGENT .........................................................   65
10.1 Appointment .............................................................................   65
10.2 Delegation of Duties ....................................................................   65
10.3 Exculpatory Provisions ..................................................................   65
10.4 Reliance by Administrative Agent ........................................................   65
10.5 Notice of Default .......................................................................   66
10.6 Non-Reliance on Administrative Agent and Other Lenders ..................................   66
10.7 Indemnification .........................................................................   66
10.8 Administrative Agent in Its Individual Capacity .........................................   67
10.9 Successor Administrative Agent ..........................................................   67
10.10 Other Agents ...........................................................................   67

SECTION 11. MISCELLANEOUS ....................................................................   67
11.1 Amendments and Waivers ..................................................................   67
11.2 Notices .................................................................................   68
11.3 No Waiver; Cumulative Remedies ..........................................................   69
11.4 Survival of Representations and Warranties ..............................................   69
11.5 Payment of Expenses and Taxes ...........................................................   69
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11.6  Successors and Assigns; Participations; Purchasing Lenders .............................   70
11.7  Adjustments; Set-off ...................................................................   72
11.8  Counterparts ...........................................................................   73
11.9  Severability ...........................................................................   73
11.10 Integration ............................................................................   73
11.11 Usury Savings Clause ...................................................................   73
11.12 GOVERNING LAW ..........................................................................   74
11.13 Submission To Jurisdiction; Waivers ....................................................   74
11.14 Acknowledgements .......................................................................   75
11.15 Confidentiality ........................................................................   75
11.16 WAIVERS OF JURY TRIAL ..................................................................   75
11.17 ACKNOWLEDGEMENT OF NO CLAIMS, OFFSETS OR DEFENSES; RELEASE BY THE LOAN PARTIES
 ..............................................................................................   76
11.18 Releases ...............................................................................   76
11.19 Co-Borrower's Obligations ..............................................................   77
11.20 Intercreditor Agreement ................................................................   77

Schedules

Schedule I    Lenders, Commitments and Commitment Percentages
Schedule 5.1  Guarantee Obligations, Contingent Liabilities and Dispositions
Schedule 5.6  Litigation
Schedule 5.15 Subsidiaries and Joint Ventures
Schedule 5.17 Environmental Matters

Exhibits

Exhibit A Form of Revolving Credit Note
Exhibit B Form of Guarantee and Security Documents Confirmation
Exhibit C Form of Borrower Pledge Agreement
Exhibit D Form of Borrower Security Agreement
Exhibit E Form of EPEPC Guarantee
Exhibit F Form of EPEPC Pledge Agreement (Limited Liability Companies)
Exhibit G Form of EPEPC Pledge Agreement (General Partner Interest)
Exhibit H Form of EPEPC Security Agreement (Management Agreement)
Exhibit I [Reserved]
Exhibit J Form of Subsidiaries Guarantee
Exhibit K Form of Subsidiary Security Agreement
Exhibit L Form of Borrowing Certificate
Exhibit M Form of Assignment and Acceptance
Exhibit N Form of Environmental Compliance Certificate
Exhibit O Form of Intercreditor Agreement
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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 23, 1995, as
amended and restated through June 30, 2000 (this "Agreement"), among EL PASO
ENERGY PARTNERS, L.P. (formerly known as LEVIATHAN GAS PIPELINE PARTNERS, L.P.),
a Delaware limited partnership (the "Borrower"), EL PASO ENERGY PARTNERS FINANCE
CORPORATION (formerly known as LEVIATHAN FINANCE CORPORATION, a Delaware
corporation (the "Co-Borrower"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Lenders"), CREDIT
LYONNAIS, as syndication agent for the Lenders hereunder (in such capacity, the
"Syndication Agent"), BANKBOSTON, N.A., as documentation agent for the Lenders
hereunder (in such capacity, the "Documentation Agent"), and THE CHASE MANHATTAN
BANK, a New York banking corporation, as administrative agent for the Lenders
hereunder (in such capacity, the "Administrative Agent").

WITNESSETH :

WHEREAS, the Borrower, certain of the Lenders, the Administrative Agent, the
Syndication Agent and the Documentation Agent are parties to the Amended and
Restated Credit Agreement, dated as of March 23, 1995, as amended and restated
through May 27, 1999 (and as further amended prior to the date hereof, the
"Existing Credit Agreement");

WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated (a) to increase the aggregate Revolving Credit Commitments
from $375,000,000 to $500,000,000, (b) to provide for additional financial
institutions as lenders (the "New Lenders"), (c) to amend certain covenants and
(d) otherwise to amend the Existing Credit Agreement and restate it in its
entirety as more fully set forth herein;

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

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

SECTION 1. DEFINITIONS

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

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

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

"Affiliate": as to any Person, any other Person (other than a Subsidiary) which,
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person. For purposes of this definition, "control" of a
Person means the power, directly or indirectly, either to (i) vote 10% or more
of the securities having ordinary voting power for the election of directors of
such Person or (ii) direct or cause the direction of the management and policies
of such Person, whether by contract or otherwise; provided, that any third
Person which also beneficially owns 10% or more of the

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securities having ordinary voting power for the election of directors (or
similar authority) of a Joint Venture or Subsidiary shall not be deemed to be an
Affiliate of the Borrower and its Subsidiaries or Joint Ventures merely because
of such common ownership.

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

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

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


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shall be determined without regard to clause (b) or (c), or both, of the first
sentence of this definition, as appropriate, until the circumstances giving rise
to such inability no longer exist. Any change in the Alternate Base Rate due to
a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate shall be effective on the effective day of such change in
the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective
Rate, respectively.

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

"Applicable Margin": for each Type of Revolving Credit Loan, the Commitment Fee
payable pursuant to subsection 2.5(a) and the Incremental Commitment Fee payable
pursuant to subsection 2.5(b) at any time, the rate per annum based on the ratio
of Consolidated Total Indebtedness of the Borrower at such time to Consolidated
EBITDA for the most recently ended Calculation Period (the "Leverage Ratio") as
set forth under the relevant column heading below:

Leverage Ratio   Eurodollar Loans   Alternate Base Rate Loans
Commitment Fee   Incremental Commitment Fee

Less than or equal to 2.0    1.50%    0.50%    .300%    .1500%
Greater than 2.0 but less than or equal to 3.0    1.75%    0.75%    .375%
 .1875%
Greater than 3.0 but less than 4.0    2.25%    1.25%    .500%    .2500%
Greater than or equal to 4.0    2.50%    1.50%    .500%    .2500%

The Applicable Margin, Commitment Fee and Incremental Commitment Fee for any
date shall be determined by reference to the Leverage Ratio as of the last day
of the fiscal quarter most recently ended as of such date and for the
Calculation Period ended on such last day, and any change (x) shall become
effective upon the delivery to the Administrative Agent of a certificate of a
Responsible Officer of the Borrower (which certificate may be delivered prior to
delivery of the relevant financial statements or may be incorporated in the
certificate delivered pursuant to subsection 7.2(b)) with respect to the
financial statements to be delivered pursuant to subsection 7.1 for the most
recently ended fiscal quarter (a) setting forth in reasonable detail the
calculation of the Leverage Ratio at the end of such fiscal quarter and (b)
stating that the signer has reviewed the terms of this Agreement and other Loan
Documents and has made, or caused to be made under his or her supervision, a
review in reasonable detail of the transactions and condition of the Borrower
and the Restricted Subsidiaries during the accounting period, and that the
signer does not have knowledge of the existence as at the date of such officers'
certificate of any Event of Default or Default, and (y) shall apply (i) in the
case of the Alternate Base Rate Loans, to Alternate Base Rate Loans outstanding
on such delivery date or made on and after such delivery date and (ii) in the
case of the Eurodollar Loans, to Eurodollar Loans made on and after such
delivery date. It is understood that the foregoing certificate of a Responsible
Officer shall be permitted to be delivered prior to, but in no event later than,
the time of the actual delivery of the financial statements required to be
delivered pursuant to subsection 7.1. Notwithstanding the foregoing, at any time
during which the Borrower has failed to deliver the certificate required under
subsection 7.2(b) with respect to a fiscal quarter following the date the
delivery thereof is due, the Leverage Ratio shall be deemed, solely for the
purposes of this definition, to be greater than 4.0 until such time as Borrower
shall deliver such compliance certificate.


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

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

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

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

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

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

"Business": as defined in subsection 5.17.

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

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

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

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

"Cash Equivalents": (i) marketable direct obligations issued or unconditionally
guaranteed by the United States Government or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case maturing
within one year from the date of acquisition thereof; (ii) marketable direct
obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having the highest rating obtainable from either Standard & Poor's
Ratings Services (or any successor statistical rating organization) ("S&P"), or
Moody's Investors Service, Inc. (or any successor statistical rating
organization) ("Moody's"); (iii) commercial paper maturing no more than one year
from the date of creation thereof


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and, at the time of acquisition, having the highest rating obtainable from
either S&P or Moody's; (iv) certificates of deposit or banker's acceptances
maturing within one year from the date of acquisition thereof issued by (x) any
Lender, (y) any commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia having combined capital
and surplus of not less than $250,000,000 or (z) any bank which has a short-term
commercial paper rating meeting the requirements of clause (iii) above (any such
Lender or bank, a "Qualifying Lender"); (v) eurodollar time deposits having a
maturity of less than one year purchased directly from any Lender (whether such
deposit is with such Lender or any other Lender hereunder) or issued by any
Qualifying Lender; and (vi) repurchase agreements and reverse repurchase
agreements with a term of not more than 14 days with any Qualifying Lender
relating to marketable direct obligations issued or unconditionally guaranteed
by the United States.

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

"Change in Control": (a) the acquisition by any Person or two or more Persons
acting in concert (other than the management of El Paso Energy as of the Closing
Date and the shareholders of El Paso Energy as of the Closing Date) of
beneficial ownership (within the meaning of Rule 13d-3, promulgated by the
Securities and Exchange Commission and now in effect under the Securities
Exchange Act of 1934, as amended) of 50% or more of the issued and outstanding
shares of voting stock of El Paso Energy; (b) the occurrence of a "change in
control" under the Senior Subordinated Note Indenture; or (c) the occurrence of
any of the following:

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

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

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

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

Notwithstanding the foregoing, a conversion of the Borrower from a limited
partnership to a corporation, limited liability company or other form of entity
or an exchange of all of the outstanding limited partnership interests for
Capital Stock in a corporation, for member interests in a limited liability
company or for any other equity interests in such other form of entity shall not
constitute a Change of Control, so long as following such conversion or exchange
the El Paso Energy Group beneficially owns, directly or indirectly, in the
aggregate more than 50% of the securities having ordinary voting power for the


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<PAGE>   12

election of directors of such entity, or any combination thereof, and continues
to own a sufficient number of the outstanding voting securities of such entity
to elect a majority of its directors, managers, trustees or other persons
serving in a similar capacity for such entity.

"Chase": The Chase Manhattan Bank.

"Closing Date": the date on which the conditions set forth in subsection 6.1 are
first satisfied or waived, which shall occur on or prior to July 15, 2000.

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

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

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

"Commitment Fee": the commitment fee payable pursuant to subsection 2.5(a).

"Commitment Percentage": as to any Lender at any time, with respect to any
credit to be extended under, payment or prepayment to be made under, conversion
or continuation under, participation in a Letter of Credit issued under, or
other matter with respect to, the Revolving Credit Commitments, a percentage,
the numerator of which is such Lender's Revolving Credit Commitment and the
denominator of which is the aggregate Revolving Credit Commitments then in
effect (or, if the Revolving Credit Commitments have been terminated, as to any
Lender at any time, a percentage, the numerator of which is such Lender's
Aggregate Outstanding Revolving Extensions of Credit and the denominator of
which is the Aggregate Outstanding Revolving Extensions of Credit of all Lenders
at such time).

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

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

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

"Consolidated EBITDA": for any period and in accordance with subsection 4.14,
the Consolidated Net Income ((i) including earnings and losses from discontinued
operations, except to the extent that any such losses represent reserves for
losses attributable to the planned disposition of material assets, (ii)
excluding extraordinary gains, and gains and losses arising from the sale of
material assets, and (iii) including other non-recurring losses) for such
period, plus (x) the aggregate amount of cash distributions received by the
Borrower and its consolidated Subsidiaries (excluding Unrestricted Subsidiaries
and Joint Ventures) from Unrestricted Subsidiaries and Joint Ventures (other
than


                                       6
<PAGE>   13

cash proceeds funded from the refinancing of the original capital investment by
the Borrower and its Subsidiaries in Unrestricted Subsidiaries and Joint
Ventures), and (y) to the extent reflected as a charge in the statement of
Consolidated Net Income for such period, the sum of (a) interest expense,
amortization of debt discount and debt issuance costs (including the write-off
of such costs in connection with prepayments of debt) and commissions, discounts
and other fees and charges associated with standby letters of credit, (b) taxes
measured by income accrued as an expense during such period, (c) depreciation,
depletion, and amortization expense, and (d) non-cash compensation expense
resulting from the accounting treatment applied, in accordance with GAAP, to
management's equity interest minus the equity of the Borrower and its
consolidated Subsidiaries (excluding Unrestricted Subsidiaries and Joint
Ventures) in the earnings of Unrestricted Subsidiaries and Joint Ventures;
provided that Consolidated EBITDA shall be increased by $3,000,000 for each of
the first and second fiscal quarters of 2000, and provided further that
Consolidated EBITDA shall exclude any insurance proceeds relating to the
Poseidon casualty described in SEC reports up to an aggregate amount of
$6,000,000.

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

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

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

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

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

(b) patents, trademarks, copyrights;

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

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


                                       7
<PAGE>   14

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

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

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

"Default": any of the events specified in Section 9, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

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

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

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

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

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

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

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

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

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

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

"EPEPC Guarantee": the Amended and Restated Guarantee made by EPEPC in favor of
the Administrative Agent, for the benefit of the Lenders,


                                       8
<PAGE>   15

substantially in the form of Exhibit E hereto, as the same may be amended,
supplemented or otherwise modified from time to time.

"EPEPC Pledge Agreement (LLC)": the Amended and Restated Pledge and Security
Agreement made by EPEPC in favor of the Administrative Agent for the benefit of
the Lenders, substantially in the form of Exhibit F hereto, with respect to
EPEPC's limited liability company interests in the Subsidiaries, as the same may
be amended, supplemented or otherwise modified from time to time.

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

"EPEPC Pledge Agreements": collectively, the EPEPC Pledge Agreement (LLC) and
the EPEPC Pledge Agreement (GP).

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

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

"Equity Adjustment Date": the date on which an Equity Adjustment Event occurs.

"Equity Adjustment Event": the receipt by the Borrower of at least $75,000,000
in Net Equity Proceeds from the issuance of Common Units and Preference Units
after the Closing Date.

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

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

"Eurodollar Base Rate": with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, the rate per annum equal to the rate at which
Chase is offered Dollar deposits at or about 10:00 A.M., New York City time, two
Working Days prior to the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency and exchange
operations in respect of its Eurodollar Loans are then being conducted for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its Eurodollar
Loan to be outstanding during such Interest Period.


                                       9
<PAGE>   16

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

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

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

"Event of Default": any of the events specified in Section 9, provided that any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

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

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

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

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

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

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

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

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

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

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

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

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

"Guarantee Obligation": as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to


                                       10
<PAGE>   17

induce the creation of which the guaranteeing person has issued a reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing any Indebtedness, leases, dividends or other obligations (the
"primary obligations") of any other third Person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for the purchase
or payment of any such primary obligation or (2) to maintain working capital or
equity capital of the primary obligor or otherwise to maintain the net worth or
solvency of the primary obligor, (iii) to purchase property, securities or
services primarily for the purpose of assuring the owner of any such primary
obligation of the ability of the primary obligor to make payment of such primary
obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any guaranteeing person shall be deemed to be the lower
of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee Obligation is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the
terms of the instrument embodying such Guarantee Obligation, unless such primary
obligation and the maximum amount for which such guaranteeing person may be
liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Borrower in good
faith.

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

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

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

"Incurrence Limitation": on any date of determination, the product of (x) 5.35
(or, from and after the Equity Adjustment Date, 5.00) multiplied by (y) the
Consolidated EBITDA for the most recently ended Calculation Period for which
financial statements have been delivered pursuant to subsection 7.1.

"Indebtedness": of any Person at any date, (a) all indebtedness of such Person
for borrowed money or for the deferred purchase price of property or services
(other than current trade liabilities incurred in the ordinary course of
business and payable in accordance with customary practices and which in any
event are no more than 120 days past due or, if more than 120 days past due, are
being contested in good faith and adequate reserves with respect thereto have
been made on the books, of such Person), (b) any other indebtedness of such
Person which is evidenced by a note, bond, debenture or similar instrument, (c)
all obligations of such Person under Capital Leases, (d) all obligations of such
Person in respect of outstanding letters of credit (other than


                                       11
<PAGE>   18

commercial letters of credit with an initial maturity date of less than 90
days), acceptances and similar obligations issued or created for the account of
such Person, (e) all liabilities secured by any Lien on any property owned by
such Person even though such Person has not assumed or otherwise become liable
for the payment thereof and (f) for purposes of the covenants set forth in
subsection 8.1, the net obligations of such Person under Hedge Agreements.

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

"Insolvent": pertaining to a condition of Insolvency.

"Intercreditor Agreement": the Intercreditor Agreement, substantially in the
form of Exhibit O, intended to create the pari passu Liens on the Collateral
described in subsection 8.3(i), as amended, modified and supplemented from time
to time.

"Interest Payment Date": (a) as to any Alternate Base Rate Loan, the last day of
each March, June, September and December, commencing September 30, 2000, (b) as
to any Eurodollar Loan having an Interest Period of three months or less, the
last day of such Interest Period, and (c) as to any Eurodollar Loan having an
Interest Period longer than three months, each day which is three months or a
whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period.

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

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

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

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

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

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

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


                                       12
<PAGE>   19

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Management Agreement": (i) the First Amended and Restated Management Agreement,
dated as of June 27, 1994, between DeepTech International


                                       13
<PAGE>   20

Inc. and the General Partner, as amended and in effect on the Closing Date, and
as further amended, modified or supplemented from time to time in accordance
with subsection 8.9, or (ii) any other agreement or arrangement, reasonably
acceptable to the Administrative Agent, providing management, administrative,
operational and other functions to the Borrower adequate to allow the Borrower
to conduct operations consistent with prior practices.

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

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

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

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

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

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

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

"1999 Closing Date": May 27, 1999.

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


                                       14
<PAGE>   21

stated maturity or cause any such Guarantee Obligation to become payable, in the
case of (a) and (b) above, except for clawbacks and other Guarantee Obligations
permitted to subsections 8.4(e), (f) and (g).

"Obligations": the unpaid principal of and interest on (including interest
accruing after the maturity of the Loans and reimbursement obligations in
respect of Letters of Credit and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding) the Loans
and all other obligations and liabilities of the Borrower to the Administrative
Agent or to any Lender (or, in the case of Hedge Agreements, any affiliate of
any Lender), whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which may arise under, out
of, or in connection with, this Agreement, any other Loan Document, the Letters
of Credit, any Hedge Agreement entered into with any Lender or any affiliate of
any Lender or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to the Administrative Agent or to any Lender that are
required to be paid by the Borrower pursuant hereto) or otherwise.

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

"Partnership Agreement": the Amended and Restated Agreement of Limited
Partnership of the Borrower among the partners of the Borrower dated as of
February 19, 1993 and as in effect on the Closing Date, as amended, modified and
supplemented from time to time in accordance with subsection 8.9.

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

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

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

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

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

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

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


                                       15
<PAGE>   22

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

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

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

"Prince Financing": the loans made to Prince Unrestricted Subsidiary under the
Prince Financing Documents.

"Prince Financing Documents": (i) the Credit Agreement dated as of ______, 2000,
among Prince Subsidiary, as Borrower, The Chase Manhattan Bank, individually and
as administrative agent, and the other lenders party thereto and (ii) the other
Financing Documents (as defined therein); in the case of (i) and (ii) above, as
amended, restated, renewed, replaced or otherwise modified form time to time.

"Prince Holding": the Unrestricted Subsidiary to be created by the Borrower to
own Prince Subsidiary.

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

"Prince Subsidiary": the Unrestricted Subsidiary to be created by the Borrower
to initially create, develop and operate the Prince Field by, among other
things, providing pipelines, platforms and related services to the Prince Field.

"Prince Unrestricted Subsidiaries": Prince Holding, Prince Subsidiary and their
respective Subsidiaries.

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

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

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

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

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


                                       16
<PAGE>   23

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

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

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

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

"Reserve Report": a report in form and substance reasonably satisfactory to the
Administrative Agent certified by Netherland Sewell, Ryder Scott, H.J. Gruy or
another independent petroleum engineer acceptable to the Administrative Agent
setting forth (a) the amount of and projected production of Petroleum from the
proven Petroleum reserves attributable to the Subject Properties and (b) the
projected future net income taking into account sales revenues, lease operating
expenses, associated production taxes and capital costs, and setting forth the
net present value attributable to such reserves attributable to the Subject
Properties as of the date of such report (in each case determined using pricing
assumptions reasonably satisfactory to the Administrative Agent).

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

"Restricted Payment": as defined in subsection 8.7.

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

"Revolving Credit Commitment": as to any Lender, the obligation of such Lender
to make Revolving Credit Loans to and/or issue or participate in Letters of
Credit issued on behalf of the Borrower hereunder in an aggregate principal
and/or face amount at any one time outstanding not to exceed the amount set
forth opposite such Lender's name on Schedule I under the heading "Revolving
Credit Commitment", as such amount may


                                       17
<PAGE>   24

be reduced from time to time in accordance with the provisions of this
Agreement.

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

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

"Revolving Credit Note": as defined in subsection 2.2.

"Revolving Credit Termination Date": the third anniversary of the 1999 Closing
Date, as such termination date may from time to time be extended pursuant to
subsection 2.7, and any other date on which the Revolving Credit Commitments are
terminated.

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

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

"Senior Subordinated Note Indenture": the Indenture dated as of May 27, 1999
among the Borrower, the Co-Borrower and certain of their respective Subsidiaries
pursuant to which the Senior Subordinated Notes were issued, together with all
instruments and other agreements entered into by the Borrower, the Co-Borrower
or such Subsidiaries in connection therewith, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with
subsection 8.9.

"Senior Subordinated Notes": the 10-3/8% Senior Subordinated Notes due 2009 of
the Borrower and the Co-Borrower issued pursuant to the Senior Subordinated Note
Indenture.

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

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

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

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


                                       18
<PAGE>   25

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

"Subsidiary Security Agreement": each Security Agreement made by each of the
Subsidiary Guarantors (including any security agreement executed and delivered
pursuant to subsection 8.17) in favor of the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit K hereto, as the
same may be amended, supplemented or otherwise modified from time to time.

"Tarpon": Tarpon Transmission Company, a Texas corporation.

"Tranche": the collective reference to Eurodollar Loans the Interest Periods
with respect to all of which begin on the same date and end on the same later
date (whether or not such Revolving Credit Loans shall originally have been made
on the same day).

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

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

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

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

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

"UTOS": U-T Offshore System, L.L.C., a Delaware limited liability company.


                                       19
<PAGE>   26

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

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

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

"West Cameron": West Cameron Dehydration Company, L.L.C., a Delaware limited
liability company.

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

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

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

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

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

SECTION 2. AMOUNT AND TERMS OF REVOLVING CREDIT COMMITMENTS

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

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


                                       20
<PAGE>   27

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

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

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

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

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

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

2.3 Procedure for Revolving Credit Borrowing. The Borrower may borrow under the
Revolving Credit Commitments during the Revolving Credit Commitment Period on
any Working Day, if all or any part of the requested Revolving Credit Loans are
to be initially Eurodollar Loans, or on any Business Day, otherwise, provided
that the Borrower shall give the Administrative Agent irrevocable notice (which
notice must be received by the Administrative Agent prior to 10:00 A.M., New
York City time, (a) three Working Days prior to the requested Borrowing Date, if
all or any part of the requested Revolving Credit Loans are to be initially
Eurodollar Loans, or (b) one Business Day prior to the requested Borrowing Date,
otherwise), specifying (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans,
Alternate Base Rate Loans or a combination thereof, and (iv) if the borrowing is
to be entirely or partly of Eurodollar Loans, the respective amounts of such
Type of Revolving Credit Loan and the respective lengths of the initial Interest
Periods therefor. Each borrowing under the Revolving Credit Commitments shall be


                                       21
<PAGE>   28

in an amount equal to (x) in the case of Alternate Base Rate Loans, $500,000 or
a whole multiple thereof (or, if the then Available Revolving Credit Commitments
are less than $500,000, such lesser amount) and (y) in the case of Eurodollar
Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Upon
receipt of any such notice from the Borrower, the Administrative Agent shall
promptly notify each Lender thereof. Each Lender will make the amount of its pro
rata share of each borrowing available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent specified in
subsection 11.2 prior to 11:00 A.M., New York City time, on the Borrowing Date
requested by the Borrower in funds immediately available to the Administrative
Agent. Such borrowing will then be made available to the Borrower by the
Administrative Agent crediting the account of the Borrower on the books of such
office with the aggregate of the amounts made available to the Administrative
Agent by the Lenders and in like funds as received by the Administrative Agent.

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

2.5 Commitment Fee. The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a commitment fee for the period from and including
the date hereof to the Revolving Credit Termination Date, computed at the rate
per annum equal to:

(a) the then Applicable Margin for the Commitment Fee as set forth under the
column heading "Commitment Fee" on the average daily amount of the lesser of:
(i) the Available Revolving Credit Commitment of such Lender or (ii) an amount
equal to such Lender's Commitment Percentage of (x) the Incurrence Limitation
then in effect minus (y) the Aggregate Outstanding Revolving Credit Extensions
of Credit, plus

(b) the then Applicable Margin for the Incremental Commitment Fee as set forth
under the column heading "Incremental Commitment Fee" on the average daily
amount equal to such Lender's Commitment Percentage of (i) the Revolving Credit
Commitments minus (ii) the Incurrence Limitation then in effect,

during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December, commencing September 30,
2000, and on the Revolving Credit Termination Date or such earlier date as the
Revolving Credit Commitments shall terminate as provided herein, commencing on
the first of such dates to occur after the date hereof.

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


                                       22
<PAGE>   29

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

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

SECTION 3. LETTERS OF CREDIT

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

(b) Each Letter of Credit shall:

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

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


                                       23
<PAGE>   30

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

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

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

3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time to
time request that the Issuing Bank issue a Letter of Credit by delivering to the
Issuing Bank at its address for notices specified herein an Application
therefor, completed to the satisfaction of the Issuing Bank, and such other
certificates, documents and other papers and information as the Issuing Bank may
reasonably request. Upon receipt of any Application, the Issuing Bank will
process such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Bank be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Bank and
the Borrower. The Issuing Bank shall furnish a copy of such Letter of Credit to
the Borrower promptly following the issuance thereof.

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

(b) Each L/C Participant unconditionally and irrevocably agrees with the Issuing
Bank that, if a draft is paid under any Letter of Credit for which the Issuing
Bank is not reimbursed on the day of such payment in full by the Borrower in
immediately available funds, such Lender shall pay to the Issuing Bank upon
demand at the Issuing Bank's address for notices specified herein an amount
equal to such L/C Participant's L/C Commitment Percentage of the amount of such
draft, or any part thereof, which is not so reimbursed. Each L/C Participant's
obligation to make each such payment to the Issuing Bank, and the Issuing Bank's
right to receive the same, are absolute and unconditional and shall not be
affected by any circumstance whatsoever, including, without limiting the effect
of the foregoing, the occurrence or continuance of a Default or Event of Default
or the failure of any other L/C Participant to make any payment under this
subsection, and each L/C Participant further agrees that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
L/C Participant shall indemnify and hold harmless the Issuing Bank from and
against any and all losses, liabilities (including, without limitation,
liabilities for


                                       24
<PAGE>   31

penalties), actions, suits, judgments, demands, costs and expenses (including
reasonable attorneys' fees) resulting from any failure of such L/C Participant
to provide, or from any delay in providing, the Issuing Bank with such L/C
Participant's L/C Commitment Percentage of such payment in accordance with the
provisions of this subsection, but no L/C Participant shall be so liable for any
such failure on the part of any other L/C Participant.

(c) If any amount required to be paid by any L/C Participant to the Issuing Bank
pursuant to subsection 3.3(a) in respect of any unreimbursed portion of any
payment made by the Issuing Bank under any Letter of Credit is paid to the
Issuing Bank within two Business Days after the date such payment is due, such
L/C Participant shall pay to the Issuing Bank on demand an amount equal to the
product of (i) such amount, times (ii) the daily average Federal funds rate, as
quoted by the Issuing Bank, during the period from and including the date such
payment is required to the date on which such payment is immediately available
to the Issuing Bank, times (iii) a fraction the numerator of which is the number
of days that elapse during such period and the denominator of which is 360. If
any such amount required to be paid by any L/C Participant pursuant to
subsection 3.3(a) is not in fact made available to the Issuing Bank by such L/C
Participant within two Business Days after the date such payment is due, the
Issuing Bank shall be entitled to recover from such L/C Participant, on demand,
such amount with interest thereon calculated from such due date at the rate per
annum applicable to Alternate Base Rate Loans hereunder. A certificate of the
Issuing Bank submitted to any L/C Participant with respect to any amounts owing
under this subsection shall be conclusive in the absence of manifest error.

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

3.4 Fees, Commissions and Other Charges. (a) The Borrower shall pay to the
Administrative Agent, for the account of the Issuing Bank, a fronting fee with
respect to each Letter of Credit for the period from and including the date of
issuance thereof to but not including the Expiry Date thereof, computed at the
rate of 1/8 of 1% per annum on the average daily amount of the undrawn and
unexpired amount of such Letter of Credit. Such fronting fee shall be payable
quarterly in advance on the date of issuance of each Letter of Credit and on the
last day of each March, June, September and December thereafter, commencing
September 30, 2000. Such fee shall be nonrefundable.

(b) The Borrower shall pay to the Administrative Agent, for the account of the
Issuing Bank and the L/C Participants, a letter of credit commission with
respect to each Letter of Credit for the period from and including the date of
issuance thereof to but not including the Expiry Date thereof, computed at the
rate of the then Applicable Margin for Eurodollar Loans per annum on the average
daily amount of the undrawn and unexpired amount of such Letter of Credit. Such
commission shall be


                                       25
<PAGE>   32

payable to the L/C Participants to be shared ratably among them in accordance
with their respective L/C Commitment Percentages. Such commission shall be
payable quarterly in advance on the date of issuance of each Letter of Credit
and on the last day of each March, June, September and December thereafter,
commencing September 30, 2000. Such fee shall be nonrefundable.

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

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

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

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

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

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

3.6 Obligations Absolute. (a) The Borrower's obligations under this Section 3
shall be absolute and unconditional under any and all circumstances and
irrespective of any set-off, counterclaim or defense to payment which the
Borrower may have or have had against the Issuing Bank or any beneficiary of any
Letter of Credit.

(b) The Borrower also agrees with the Issuing Bank that the Issuing Bank shall
not be responsible for, and the Borrower's Reimbursement Obligations under
subsection 3.5(a) shall not be affected by, among other things, (i) the validity
or genuineness of documents or of any endorsements thereon, even though such
documents shall in fact prove to


                                       26
<PAGE>   33

be invalid, fraudulent or forged, or (ii) any dispute between or among the
Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or (iii) any claims whatsoever of the
Borrower against any beneficiary of any Letter of Credit or any such transferee.

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

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

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

3.8 Applications. To the extent that any provision of any Application related to
any Letter of Credit is inconsistent with the provisions of this Section 3, the
provisions of this Section 3 shall apply.

SECTION 4. GENERAL PROVISIONS FOR LOANS

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

(b) If on any date (including any date on which a certificate of a Responsible
Officer of the Borrower is delivered pursuant to subsection 7.2(b)) the sum of
the Aggregate Outstanding Revolving Credit Extensions of Credit then outstanding
exceeds the lesser of (i) the then aggregate Revolving Credit Commitments or
(ii) the then applicable Incurrence Limitation, then, without notice or demand,
the Borrower shall, no later than 15 days following such date, prepay the
Revolving Credit Loans in an amount equal to such excess. The Borrower may,
subject to the terms and conditions of this Agreement, reborrow the amount of
any prepayment made under subsection 4.1(c).


                                       27
<PAGE>   34

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

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

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

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

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


                                       28
<PAGE>   35

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

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

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

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

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

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

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

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

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested


                                       29
<PAGE>   36

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

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

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


                                       30
<PAGE>   37

Percentage of such borrowing is not in fact made available to the Administrative
Agent by such Lender within three Business Days of such Borrowing Date, the
Administrative Agent shall be entitled to recover such amount with interest
thereon at the rate per annum applicable to Alternate Base Rate Loans hereunder,
on demand, from the Borrower.

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

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

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

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

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

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


                                       31
<PAGE>   38

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

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

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


                                       32
<PAGE>   39

(i) deliver to the Borrower and the Administrative Agent (A) two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, or successor
applicable form, as the case may be, and (B) an Internal Revenue Service Form
W-8 or W-9, or successor applicable form, as the case may be;

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

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

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the
Administrative Agent. Such Lender shall certify (i) in the case of a Form 1001
or 4224, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9, that it is entitled to an exemption from United
States backup withholding tax. Each Person that shall become a Lender or a
Participant pursuant to subsection 11.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this subsection, provided that in the case of a Participant
such Participant shall furnish all such required forms and statements to the
Lender from which the related participation shall have been purchased.

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

4.12 Lenders Obligation to Mitigate. Each Lender agrees that, as promptly as
practicable after it becomes aware that it has been or will be affected by the
occurrence of an event or the existence of a condition described under
subsection 4.8, 4.9(a) or 4.10(a), it will, to the extent not inconsistent with
such Lender's internal policies, use its best efforts (a) to provide written
notice to the Borrower describing such condition and the anticipated effect
thereof and (b) to make, fund or maintain the affected Eurodollar Loans of such
Lender through another lending office of such Lender if as a result thereof the


                                       33
<PAGE>   40

additional moneys which would otherwise be required to be paid in respect of
such Revolving Credit Loans pursuant to subsection 4.8, 4.9 or 4.10(a) would be
materially reduced or the illegality or other adverse circumstances which would
otherwise require such payment pursuant to subsection 4.8, 4.9(a) or 4.10(a)
would cease to exist and if, as determined by such Lender, in its sole
discretion, the making, funding or maintaining of such Revolving Credit Loans
through such other lending office would not otherwise adversely affect such
Revolving Credit Loans or such Lender. The Borrower hereby agrees to pay all
reasonable expenses incurred by any Lender in utilizing another lending office
of such Lender pursuant to this subsection 4.12.

4.13 Certain Permitted Transactions. Notwithstanding any provision in the Loan
Documents and without increasing the obligations of the Lenders under Sections 2
and 3 of this Agreement, the Borrower and its Subsidiaries shall have the right
to consummate any of the following transactions:

(a) Viosca Knoll Option. The exercise by the Borrower or any Restricted
Subsidiary of the option to purchase El Paso Energy's remaining 1% interest in
Viosca Knoll.

(b) Prince Financing Transactions.

(1) the creation of the Prince Unrestricted Subsidiaries;

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

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

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

4.14 Certain Adjustments.

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


                                       34
<PAGE>   41

information as any Lender, through the Administrative Agent, may reasonably
request.

(b) Viosca Knoll. After the date on which Viosca Knoll became a Subsidiary,
financial measurements under this Agreement for periods prior to such date shall
be calculated as if Viosca Knoll was a Subsidiary and a Restricted Subsidiary
during the applicable prior period.

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

SECTION 5. REPRESENTATIONS AND WARRANTIES

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

5.1 Financial Condition. The consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at December 31, 1999, and the related consolidated
statements of operations and of cash flows for the fiscal year ended December
31, 1999, reported on by PricewaterhouseCoopers LLP, copies of which have
heretofore been furnished to each Lender, present fairly the consolidated
financial condition of the Borrower and its consolidated Subsidiaries as at such
date, and the consolidated results of their operations and their consolidated
cash flows for the year then ended. The consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at March 31, 2000 and the related
consolidated statements of operations and of cash flows for the three months
ended March 31, 2000, copies of which have heretofore been furnished to each
Lender, present fairly the consolidated financial condition of the Borrower and
its consolidated Subsidiaries as at each such date, and the consolidated results
of their operations and their consolidated cash flows for the three-month period
then ended. All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants and as
disclosed therein and, with respect to the March 31, 2000 financial statements,
for the absence of footnotes and year-end adjustments). Except as set forth on
Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any
of its consolidated Subsidiaries had, at the date of the most recent balance
sheet referred to above, any material Guarantee Obligation, contingent liability
or liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign currency
swap or exchange transaction, which is not reflected in the foregoing statements
or in the notes thereto. Except as set forth on Schedule 5.1, during the period
from March 31, 2000 to and including the Closing Date there has been no sale,
transfer or other disposition by the Borrower or any of its consolidated
Subsidiaries of any material part of its business or property and no purchase or
other acquisition of any business or property (including any capital stock of
any other Person) material in relation to the consolidated financial condition
of the Borrower and its consolidated Subsidiaries at March 31, 2000.


                                       35
<PAGE>   42

5.2 No Change. Since December 31, 1999 (a) there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect and (b) no dividends or other distributions have been declared, paid or
made upon the Capital Stock of the Borrower except as permitted by subsection
8.7, nor has any of the Capital Stock of the Borrower been redeemed, retired,
purchased or otherwise acquired for value by the Borrower or any of its
Subsidiaries.

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

5.4 Power; Authorization; Enforceable Obligations. (a) The Borrower has the
power and authority, and the legal right, to make, deliver and perform this
Agreement, the Revolving Credit Notes and the other Loan Documents to which it
is a party and to borrow hereunder and has taken all necessary action to
authorize the borrowings on the terms and conditions of this Agreement and the
Revolving Credit Notes and to authorize the execution, delivery and performance
of this Agreement, the Revolving Credit Notes and the other Loan Documents to
which it is a party. No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or the
Revolving Credit Notes or the Applications. This Agreement has been, and each
Revolving Credit Note and the Applications will be, duly executed and delivered
on behalf of the Borrower. This Agreement constitutes, and each Revolving Credit
Note and each other Loan Document to which the Borrower is a party when executed
and delivered will constitute, a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

(b) Each of the Subsidiary Guarantors has the power and authority, and the legal
right, to make, deliver and perform the Loan Documents to which it is a party
and has taken all necessary action to authorize the execution, delivery and
performance of the Loan Documents to which it is a party. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of the Loan Documents to which such Subsidiary Guarantor is a
party. Each of the Loan Documents to which such Subsidiary Guarantor is a party
will be duly executed and delivered on behalf of such Subsidiary Guarantor. Each
Loan Document to which such Subsidiary Guarantor is a party will, when executed
and delivered, constitute a legal, valid and binding obligation of such
Subsidiary Guarantor enforceable against such Subsidiary


                                       36
<PAGE>   43

Guarantor in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

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

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

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

5.8 Ownership of Property; Liens. Each of the Borrower and its Restricted
Subsidiaries has good record and marketable title in fee simple to, or a valid
leasehold interest in, all its real property necessary for its operations as
then conducted, and good title to, or a valid leasehold interest in, all its
other property, and none of such property necessary for its operations as then
conducted is subject to any Lien except as permitted by subsection 8.3.

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

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


                                       37
<PAGE>   44

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

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

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

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

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

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

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

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

(b) To the best knowledge of the Borrower, the Properties and all operations at
the Properties are in compliance, and have in the period


                                       38
<PAGE>   45

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

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

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

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

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

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


                                       39
<PAGE>   46

the presence of Hazardous Materials at any properties owned by it in any deed to
such properties.

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

5.18 Accuracy and Completeness of Information. The factual statements contained
in the financial statements (other than financial projections) referred to in
subsection 5.1, the Loan Documents, the Confidential Information Memorandum
dated May 25, 2000 and any other certificates or documents furnished or to be
furnished (but only, with respect to documents furnished after the Closing Date,
documents provided pursuant to subsection 7.2(d)) to the Administrative Agent or
the Lenders from time to time in connection with this Agreement, taken as a
whole, do not and will not, to the knowledge of the Borrower, as of the date
when made, contain any untrue statement of a material fact or omit to state a
material fact (other than omissions that pertain to matters of a general
economic nature, matters generally known to the Administrative Agent or matters
of public knowledge that generally affect any of the industry segments included
in the Business of the Borrower, its Subsidiaries or any Joint Venture)
necessary in order to make the statements contained therein not misleading in
light of the circumstances in which the same were made, such knowledge
qualification being given only with respect to factual statements made by
Persons other than the Borrower, and all financial projections contained in any
such document or certificate have been prepared in good faith based upon
assumptions believed by the Borrower to be reasonable.

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

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

(b) As of the Closing Date, the Administrative Agent has received a complete
copy of the Partnership Agreement, the Management Agreement and each credit
agreement to which any Joint Venture any of the interests in which is owned by a
Restricted Subsidiary is a party (including all


                                       40
<PAGE>   47

exhibits, schedules and disclosure letters referred to therein or delivered
pursuant thereto, if any) and all amendments thereto, waivers, relating thereto
and other side letters or agreements affecting the terms thereof (collectively,
such agreements and documents described in paragraphs (a) and (b) of this
subsection 5.20 are referred to as the "Documents"). None of the Documents has
been amended or supplemented, nor have any of the provisions thereof been
waived, except (i) pursuant to a written agreement or instrument which has
heretofore been consented to in writing by the Required Lenders or (ii) in
accordance with the provisions of this Agreement.

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

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

SECTION 6. CONDITIONS PRECEDENT

6.1 Conditions to Initial Extensions of Credit. The agreement of each Lender to
make the initial extension of credit requested to be made by it is subject to
the satisfaction, immediately prior to or concurrently with the making of such
extension of credit on the Closing Date, of the following conditions precedent
(it being agreed that the conditions described in paragraphs (b), (h), (i), (j)
and (q) below may be satisfied at any time prior to the 30th day following the
Closing Date unless the Administrative Agent requests that such conditions be
satisfied earlier):

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

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

                                       41
<PAGE>   48

copy of any debt instrument, security agreement or other material contract to
which any Joint Venture may be a party.

(c) Borrowing Certificate. The Administrative Agent shall have received a
certificate of the Borrower, dated the Closing Date, substantially in the form
of Exhibit L, with appropriate insertions and attachments, satisfactory in form
and substance to the Administrative Agent, executed by the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Treasurer
or any Vice President of the Borrower and the Secretary or any Assistant
Secretary of the Borrower; provided that the initial calculation of the
Incurrence Limitation shall be as of March 31, 2000, which will establish the
Incurrence Limitation until the Borrower delivers the certificate required by
subsection 7.2(b) for the fiscal quarter ended June 30, 2000.

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

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

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

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

(h) Proceedings of Subsidiaries. The Administrative Agent shall have received a
copy of the resolutions, in form and substance satisfactory


                                       42
<PAGE>   49

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

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

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

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

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

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

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

(o) Actions to Perfect Liens. The Administrative Agent shall have received
evidence in form and substance satisfactory to it that all filings, recordings,
registrations and other actions, including, without limitation, the filing of
duly executed financing statements on form


                                       43
<PAGE>   50

UCC-1 and amendments to financing statements on form UCC-3, necessary or, in the
opinion of the Administrative Agent, desirable to perfect the Liens created by
the Security Documents shall have been completed.

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

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

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

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

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

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

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

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

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

(x) Accrued Interest and Fees. The Borrower shall have paid to the
Administrative Agent all unpaid interest, commitment fees and letter of


                                       44
<PAGE>   51

credit commissions accrued under the Existing Credit Agreement through the
Closing Date.

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

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

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

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

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

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

Each borrowing by the Borrower hereunder, and each issuance or renewal or
extension of a Letter of Credit hereunder, shall constitute a representation and
warranty by the Borrower as of the date of such extension of credit or such
conversion that the conditions contained in this subsection 6.2 have been
satisfied.

SECTION 7. AFFIRMATIVE COVENANTS

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


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<PAGE>   52

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

(a) as soon as available, but in any event within 120 days after the end of each
fiscal year of the Borrower, a copy of the consolidated balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such year and the
related consolidated statements of income and retained earnings and of cash
flows for such year, setting forth in each case in comparative form the figures
for the previous year, reported on without a "going concern" or like
qualification or exception, or qualification arising out of the scope of the
audit, by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing;

(b) as soon as available, but in any event not later than 60 days after the end
of each of the first three quarterly periods of each fiscal year of the
Borrower, the unaudited consolidated and consolidating balance sheet of the
Borrower and its consolidated Subsidiaries as at the end of such quarter and the
related unaudited consolidated and consolidating statements of income and
retained earnings and of cash flows of the Borrower and its consolidated
Subsidiaries for such quarter and the portion of the fiscal year through the end
of such quarter, setting forth in each case in comparative form the figures for
the previous year, certified by a Responsible Officer as being fairly stated in
all material respects when considered in relation to the consolidated and
consolidating financial statements of the Borrower and its consolidated
Subsidiaries (subject to normal year-end audit adjustments);

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

(d) as soon as available, but in any event within 120 days after the end of each
fiscal year of each material Joint Venture any of the interests in which is
owned by a Restricted Subsidiary, a copy of the audited balance sheet of such
Joint Venture, as at the end of such year and the related unaudited statements
of income and retained earnings and of cash flows of such Joint Venture, for
such year, setting forth in each case in a comparative form the figures for the
previous year, reported on without a "going concern" or like qualification or
exception, or qualification arising out of the scope of the audit, by
independent certified public accountants of nationally recognized standing; and

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


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<PAGE>   53

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

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

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

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

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

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

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

(f) upon the request of any Lender, and to the extent the same have been
received by the Borrower or any of its Subsidiaries, within thirty days


                                       47
<PAGE>   54

of the end of each of the quarterly periods of each fiscal year of each Joint
Venture any of the interests in which is owned by a Restricted Subsidiary, a
list of all shippers that have used such Joint Venture during such quarterly
period and the volumes and revenues attributable to each such shipper;

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

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

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

(j) concurrently with the delivery of the financial statements referred to in
subsection 7.1(a), a Reserve Report, at the Borrower's cost and expense;

(k) concurrently with the delivery of the financial statements referred to in
subsections 7.1(a) and 7.1(b), a statement of production by blocks of oil and
gas setting forth on a monthly basis average sales price received for the
Subject Properties;

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

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

7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except where the amount or validity thereof is
currently being contested in good faith by appropriate proceedings and reserves
in conformity with GAAP with respect thereto have been provided on the books of
the Borrower or its Subsidiaries, as the case may be, and except where the
failure to so


                                       48
<PAGE>   55

pay, discharge or satisfy such obligations could not reasonably be expected to
have a Material Adverse Effect.

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

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

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

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

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

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

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


                                       49
<PAGE>   56

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

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

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

7.8 Environmental Laws.

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

(b) Conduct and complete all investigations, studies, sampling and testing, and
all remedial, removal and other actions required under Environmental Laws and
promptly comply with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are
being contested in good faith by appropriate proceedings and the pendency of
such proceedings could not reasonably be expected to have a Material Adverse
Effect; and

(c) Defend, indemnify and hold harmless the Administrative Agent and the
Lenders, and their respective employees, agents, officers and directors, from
and against any and all claims, demands, penalties, fines, liabilities,
settlements and damages, and reasonable costs and expenses, of whatever kind or
nature known or unknown, contingent or otherwise, arising out of, or in any way
relating to the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or the Properties, or any orders, requirements or demands of
Governmental Authorities related thereto, including, without limitation,
attorney's and consultant's fees, investigation and laboratory fees, response
costs, court costs and litigation expenses, except to the extent that any of the
foregoing arise out of the gross negligence or willful misconduct of the party
seeking indemnification therefor. The agreements in this paragraph shall survive
repayment of the Revolving Credit Notes and all other amounts payable hereunder.

7.9 Maintenance of Liens of the Security Documents. Promptly, upon the request
of the Administrative Agent, at the Borrower's expense, execute, acknowledge and
deliver, or cause the execution, acknowledgement and delivery of, and thereafter
register, file or record, or cause to be registered, filed or recorded, in an
appropriate governmental office,


                                       50
<PAGE>   57

any document or instrument supplemental to or confirmatory of the Security
Documents or otherwise deemed by the Administrative Agent necessary or desirable
for the continued validity, perfection and priority of the Liens on the
collateral covered thereby.

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

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

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

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

7.11 Agreements Respecting Unrestricted Subsidiaries. (a) Operate each
Unrestricted Subsidiary in such a manner as to make it apparent to all


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<PAGE>   58

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

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

(c) Notwithstanding any provision of the Loan Documents to the contrary (i) the
Borrower and the Restricted Subsidiaries may incur Guarantee Obligations
supporting obligations of the Prince Unrestricted Subsidiaries which were
assumed by the Prince Unrestricted Subsidiaries from Delos in connection with
the formation of the Prince Unrestricted Subsidiaries, such Guarantee
Obligations not to exceed $10,000,000 and (ii) the Borrower and the Restricted
Subsidiaries may incur Guarantee Obligations consisting of guarantees of
performance obligations of Unrestricted Subsidiaries as long as such guarantees
do not constitute guarantees of payment.

7.12 Commodity Hedging Programs. Enter into Commodity Hedging Programs, not to
exceed 80% of annual production at any time, covering the Borrower's interest in
production of the Subject Properties.

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

SECTION 8. NEGATIVE COVENANTS

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

8.1 Financial Condition Covenants.

(a) Tangible Net Worth. Permit Consolidated Tangible Net Worth at any time to be
less than (i) prior to the Equity Adjustment Date, $50,000,000 and (ii) from and
after the Equity Adjustment Date, the sum of (a) $50,000,000 plus (b) 75% of the
Net Equity Proceeds received by the Borrower from the sale or issuance of any
equity securities (including the Units) by the Borrower on and after the Closing
Date.


                                       52
<PAGE>   59

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

(c) Senior Leverage Ratio. Permit, on the last day of any fiscal quarter of the
Borrower, the ratio of (x) Consolidated Total Senior Indebtedness to (y) the
Consolidated EBITDA for the Calculation Period ending on such date to exceed 3.5
to 1.0 (or, from and after the Equity Adjustment Date, 3.25 to 1.0).

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

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

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

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

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

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

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

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

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

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

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

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


                                       53
<PAGE>   60

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

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

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

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

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

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

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

(i) Liens on the Collateral securing the Guarantee Obligations permitted by
subsection 8.4(g) on a pari passu basis with the Liens on the Collateral
securing the Obligations and guarantees thereof (the Lenders hereby agree to
execute, and hereby authorize the Administrative Agent to execute on their
behalf, the Intercreditor Agreement and agree to be bound by the provisions
thereof); and

(j) Liens created pursuant to the Loan Documents.

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

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

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


                                       54
<PAGE>   61

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

(c) Guarantee Obligations constituting performance guarantees provided in the
ordinary course of business by the Borrower and its Restricted Subsidiaries
supporting obligations of the Borrower and/or Restricted Subsidiaries which
obligations have been incurred in the ordinary course of business (including in
connection with the operation, construction or acquisition of pipelines,
platforms and related facilities);

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

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

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

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

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

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

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

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

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

(i) such transaction is permitted under subsection 8.8;

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


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<PAGE>   62

surviving entity and (B) otherwise, the Restricted Subsidiary shall be the
continuing or surviving entity or the continuing or surviving entity shall
become a Restricted Subsidiary;

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

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

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

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

(a) as permitted by subsection 8.5;

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

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

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

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

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

(g) as permitted by subsection 8.8.

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

8.7 Limitation on Dividends. Declare or pay any dividend or distribution on
(other than dividends, including splits, payable solely in non-mandatorily
redeemable Capital Stock or mandatorily redeemable Capital Stock that does not
require redemption prior to the first anniversary of the Revolving Credit
Termination Date), or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of,


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<PAGE>   63

any shares of any class of Capital Stock of the Borrower or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either directly
or indirectly, whether in cash or property or in obligations of the Borrower or
any Restricted Subsidiary (such declarations, payments, setting apart,
purchases, redemptions, defeasances, retirements, acquisitions and distributions
being herein called "Restricted Payments"), except that as long as no Default or
Event of Default has occurred and is continuing or would result therefrom, the
Borrower may make Restricted Payments once each fiscal quarter consisting of
cash distributions in accordance with the terms of the Partnership Agreement on
its Units and the General Partnership Interest.

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

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

(b) investments in Cash Equivalents;

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

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

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

(f) the contribution by the Borrower or any Restricted Subsidiary of the equity
interests owned by it in a Joint Venture to another Joint Venture or the
investment by the Borrower or any Restricted Subsidiary in another Joint Venture
to the extent made with equity interests in a Joint Venture owned by it as long
as (i) the Borrower or such Restricted Subsidiary receives in exchange equity
interests in such transferee Joint Venture and (ii) unless otherwise agreed by
the Required Lenders, if the transferred equity interests are subject to a Lien
under the Loan Documents, the equity interests received in exchange become
subject to a Lien under the Loan Documents;

(g) capital contributions, loans or other investments, in addition to those
otherwise permitted by subsections 4.13, 8.8(a) through (f) and 8.8(h), in an
aggregate amount not to exceed $25,000,000 during any


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<PAGE>   64

fiscal year of the Borrower beginning with the fiscal year commencing on January
1, 2000; and

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

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

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

8.11 Limitation on Sales and Leasebacks. Enter into any arrangement with any
Person providing for the leasing by the Borrower or any Restricted Subsidiary of
real or personal property which has been or is to be sold


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<PAGE>   65

or transferred by the Borrower or such Restricted Subsidiary to such Person or
to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of the Borrower or such
Restricted Subsidiary.

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

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

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

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

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

8.17 Creation of Restricted Subsidiaries. Create or acquire any new Restricted
Subsidiary of the Borrower or any of its Restricted Subsidiaries, unless,
immediately upon the creation or acquisition of any such Restricted Subsidiary,
(a) such Restricted Subsidiary shall become party to the Subsidiaries Guarantee
as a Subsidiary Guarantor pursuant to an addendum thereto or other documentation
in form and substance reasonably satisfactory to the Administrative Agent, (b)
such


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<PAGE>   66

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

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

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

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


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

8.22 Hedging Transactions. Enter into any interest rate, cross-currency,
commodity, equity or other security, swap, collar or similar hedging agreement
or purchase any option to purchase or sell or to cap any interest rate,
cross-currency, commodity, equity or other security, in any such case, other
than to hedge risk exposures in the operation of its business, ownership of
assets or the management of its liabilities.

SECTION 9. EVENTS OF DEFAULT

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

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

(b) Any representation or warranty made or deemed made by the Borrower or any
other Loan Party herein or in any other Loan Document or which is contained in
any certificate, document or financial or other statement furnished at any time
under or in connection with this Agreement shall prove to have been incorrect in
any material respect on or as of the date made or deemed made; or

(c) The Borrower shall default in the observance or performance of any agreement
contained in Section 8 (other than subsection 8.1(a)) or in subsection 7.11; or
any Loan Party shall default in the observance or performance of any agreement
contained in Section 5(h), (i), (j) or (o) of the Borrower Security Agreement or
the Subsidiary Security Agreement, or Section 5(h), (i), (j) or (m) of the EPEPC
Security Agreement, Section 9(j) of the EPEPC Guarantee, Section 4(b) of the
Borrower Pledge Agreement or the EPEPC Pledge Agreement (LLC) or Section 5(b) of
the EPEPC Pledge Agreement (GP); or the Borrower shall default in the observance
or performance of any agreement contained in subsection 8.1(a) and such default
shall continue uncured for a period of 15 days; or

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

(e) Any Loan Party or any Restricted Subsidiary of the Borrower shall (i)
default in any payment of principal of or interest on any Indebtedness (other
than the Revolving Credit Notes) or in the payment of any Guarantee Obligation,
beyond the period of grace (not to exceed 30 days), if any, provided in the
instrument or agreement under which such Indebtedness or Guarantee Obligation
was created; or (ii) default


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in the observance or performance of any other agreement or condition relating to
any such Indebtedness or Guarantee Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or such Guarantee Obligation to become payable;
provided, however, that the aggregate principal amount of Indebtedness and
Guarantee Obligations with respect to which such defaults shall have occurred
shall equal or exceed $5,000,000; or

(f) (i) Any Loan Party or any Restricted Subsidiary of the Borrower shall
commence any case, proceeding or other action (A) under any existing or future
law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or its
debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator
or other similar official for it or for all or any substantial part of its
assets, or any Loan Party or any Subsidiary of the Borrower shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against any Loan Party or any Restricted Subsidiary of the Borrower any case,
proceeding or other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
60 days; or (iii) there shall be commenced against any Loan Party or any
Restricted Subsidiary of the Borrower any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in the
entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) any Loan Party or any Restricted Subsidiary of the Borrower
shall take any action in furtherance of, or indicating its consent to, approval
of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii)
above; or (v) any Loan Party or any Restricted Subsidiary of the Borrower shall
generally not, or shall be unable to, or shall admit in writing its inability
to, pay its debts as they become due; or

(g) (i) Any Person shall engage in any "prohibited transaction" (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any
"accumulated funding deficiency" (as defined in Section 302 of ERISA), whether
or not waived, shall exist with respect to any Plan or any Lien in favor of the
PBGC or a Plan shall arise on the assets of the Borrower or any Commonly
Controlled Entity, (iii) a Reportable Event shall occur with respect to, or
proceedings shall commence to have a trustee appointed, or a trustee shall be
appointed, to administer or to terminate, any Single Employer Plan, which
Reportable Event or commencement of proceedings or appointment of a trustee is,
in the reasonable opinion of the Required Lenders, likely to result in the
termination of such Plan for purposes of Title IV of ERISA, (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion
of the Required Lenders is likely to, incur any liability in connection with a
withdrawal from, or the


                                       62
<PAGE>   69

Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or
condition shall occur or exist with respect to a Plan; and in each case in
clauses (i) through (vi) above, such event or condition, together with all other
such events or conditions, if any, could have a Material Adverse Effect; or

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

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

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

(k) A Change of Control shall occur; or

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

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

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

(o) the Senior Subordinated Notes or the guarantees thereof shall cease, for any
reason, to be validly subordinated to the Obligations or the obligations of the
Subsidiary Guarantors under the Loan Documents to


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<PAGE>   70

which they are parties, as the case may be, as provided in the Senior
Subordinated Note Indenture, or any Loan Party, any Affiliate of any Loan Party,
the trustee in respect of the Senior Subordinated Notes or the holders of at
least 25% in aggregate principal amount of the Senior Subordinated Notes shall
so assert;

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


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SECTION 10. THE ADMINISTRATIVE AGENT

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

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

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

10.4 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any Revolving
Credit Note, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Revolving Credit Note as the owner thereof for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such


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<PAGE>   72

advice or concurrence of the Required Lenders as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement
and the Revolving Credit Notes and the other Loan Documents in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Revolving Credit Notes.

10.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender or
the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

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

10.7 Indemnification. The Lenders agree to indemnify the Administrative Agent in
its capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to their
respective Commitment Percentages in effect


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<PAGE>   73

on the date on which indemnification is sought under this subsection, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Revolving Credit Notes) be imposed on, incurred by
or asserted against the Administrative Agent in any way relating to or arising
out of this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting solely from the Administrative
Agent's gross negligence or willful misconduct. The agreements in this
subsection shall survive the payment of the Revolving Credit Notes and all other
amounts payable hereunder.

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

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

10.10 Other Agents. Neither the Syndication Agent nor the Documentation Agent
shall have any rights or obligations in its capacity as such.

SECTION 11. MISCELLANEOUS

11.1 Amendments and Waivers. Neither this Agreement, any Revolving Credit Note,
any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter
into with the Borrower or the Loan party thereto written amendments, supplements
or modifications hereto and to


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<PAGE>   74

the Revolving Credit Notes and the other Loan Documents for the purpose of
adding any provisions to this Agreement or the Revolving Credit Notes or the
other Loan Documents or changing in any manner the rights of the Lenders or of
the Borrower or any other Loan Party hereunder or thereunder or (b) waive in
writing, on such terms and conditions as the Required Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the Revolving Credit Notes or the other
Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) reduce the amount or extend the scheduled date of
maturity of any Revolving Credit Note or of any installment thereof, or reduce
the stated rate of any interest or fee payable hereunder or extend the scheduled
date of any payment thereof or increase the amount or extend the expiration date
of any Lender's Revolving Credit Commitment, in each case without the consent of
each Lender affected thereby, or (ii) amend, modify or waive any provision of
this subsection or reduce the percentage specified in the definition of Required
Lenders, or consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents (except
in a transaction permitted by subsection 8.5), in each case without the written
consent of all the Lenders, or (iii) amend, modify or waive any provision of
Section 10 without the written consent of the then Administrative Agent, (iv)
release the Lenders' Liens on all or substantially all of the Collateral under
the Security Documents without the consent of each Lender or (v) except to the
extent relating to the Redesignation of any Restricted Subsidiary, the sale or
other disposition of any Restricted Subsidiary as otherwise permitted by this
Agreement or any other transaction permitted by this Agreement, release any
Guarantee. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the Administrative Agent and all future holders of the
Revolving Credit Notes. In the case of any waiver, the Borrower, the Lenders and
the Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Revolving Credit Notes and any other Loan
Documents, and any Default or Event of Default waived shall be deemed to be
cured and not continuing; but no such waiver shall extend to any subsequent or
other Default or Event of Default, or impair any right consequent thereon.

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

The Borrower: El Paso Energy Partners, L.P.
El Paso Energy Building
1001 Louisiana Street
Houston, Texas 77002
Attention: Chief Financial Officer
Telecopy: (713) 420-5477

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


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<PAGE>   75

The Administrative Agent: The Chase Manhattan Bank
One Chase Manhattan Plaza
8th Floor
New York, New York 10081
Attention: Lisa Pucciarelli
Telecopy: (212) 552-5777

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

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

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

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


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<PAGE>   76

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

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

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


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<PAGE>   77

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

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


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<PAGE>   78

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

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

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

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

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

11.7 Adjustments; Set-off. (a) If any Lender (a "benefitted Lender") shall at
any time receive any payment of all or part of its Loans or the Reimbursement
Obligations owing to it, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in Section 9(i), or otherwise),
in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of such other Lender's Loans of the same type
or the Reimbursement Obligations owing to it, as the case may be, or interest


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<PAGE>   79

thereon, such benefitted Lender shall purchase for cash from the other Lenders a
participating interest in such portion of each such other Lender's Loan or the
Reimbursement Obligations owing to it, or shall provide such other Lenders with
the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

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

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

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

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

11.11 Usury Savings Clause. It is the intention of the parties hereto to comply
with applicable usury laws (now or hereafter enacted); accordingly,
notwithstanding any provision to the contrary in this Agreement, the Revolving
Credit Notes, any of the other Loan Documents or any other document related
hereto, in no event shall this Agreement or any such other document require the
payment or permit the collection of interest in excess of the maximum amount
permitted by such laws. If from any circumstances whatsoever, fulfillment of any
provision of this Agreement or of any other document pertaining hereto or
thereto, shall involve transcending the limit of validity prescribed by
applicable law for the collection or charging of interest, then, ipso facto, the


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

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

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

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

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

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

(b) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such


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<PAGE>   81

action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;

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

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

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

11.14 Acknowledgements. The Borrower hereby acknowledges that:

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

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

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

11.15 Confidentiality. Each of the Administrative Agent and each Lender agrees
that it will hold in confidence, any information provided to such Person
pursuant to this Agreement; provided, that nothing in this subsection 11.15
shall be deemed to prevent the disclosure by the Administrative Agent or any
Lender of any such information (a) to any employee, officer, director,
accountant, attorney or consultant of such Person, or any examiner or other
Governmental Authority, (b) that has been or is made public by Leviathan, the
Borrower or any of its Subsidiaries or Affiliates or by any third party without
breach of this Agreement or that otherwise becomes generally available to the
public other than as a result of a disclosure in violation of this subsection
11.15, (c) that is or becomes available to any such Person from a third party on
a non-confidential basis, (d) that is required to be disclosed by any
Requirement of Law, including to any bank examiners or regulatory authorities,
(e) that is required to be disclosed by any court, agency, arbitrator or
legislative body, or (f) to any Transferee or proposed Transferee.

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


                                       75
<PAGE>   82

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

11.18 Releases. (a) At such time as the Revolving Credit Loans, the
Reimbursement Obligations and any other obligations under this Agreement shall
have been paid in full, the Revolving Credit Commitments have been terminated
and no Letters of Credit shall be outstanding, the Collateral shall be released
from the Liens created by the Loan Documents, and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Loan Party thereunder and under the other Loan Documents shall
terminate, all without delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the respective Loan
Parties. At the request and expense of any Loan Party following any such
termination, the Administrative Agent shall deliver to such Loan Party any
Collateral held by the Administrative Agent under the Security Documents, and
execute and deliver to such Loan Party such documents as such Loan Party shall
reasonably request to evidence such termination.

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


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<PAGE>   83

the relevant Loan Party and the terms of the sale or other disposition in
reasonable detail, including the price thereof and any expenses in connection
therewith, together with a certification by the Borrower stating that such
transaction is in compliance with this Agreement and the other Loan Documents.

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

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

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

EL PASO ENERGY PARTNERS, L.P.

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

EL PASO ENERGY PARTNERS FINANCE CORPORATION

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

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

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

CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent and as a Lender

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

FLEET NATIONAL BANK, as Documentation Agent and as a Lender

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

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


                                       77
<PAGE>   84

ARAB BANKING CORPORATION (B.S.C.)

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

THE BANK OF NOVA SCOTIA

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

BANK OF SCOTLAND

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

BANK ONE, NA (MAIN OFFICE-CHICAGO) (fka The First National Bank of Chicago)

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

BANK OF AMERICA, N.A.

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

CREDIT AGRICOLE INDOSUEZ

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

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

CIBC, INC.

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

CREDIT SUISSE FIRST BOSTON

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

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

THE FUJI BANK, LIMITED

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


                                       78
<PAGE>   85

HIBERNIA NATIONAL BANK

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

FIRST UNION NATIONAL BANK

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

KBC BANK N.V.

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

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

WELLS FARGO BANK (TEXAS), N.A.

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

PNC BANK, NATIONAL ASSOCIATION

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

BNP PARIBAS

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

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

FORTIS CAPITAL CORP.

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

SUNTRUST BANK

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

RZB FINANCE LLC

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