<PAGE>   1
                                                                    EXHIBIT 10.1









                            FORM OF CREDIT AGREEMENT

                                      among

                               WILLIAMS OLP, L.P.
                                as the Borrower,

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                         LEHMAN COMMERCIAL PAPER, INC.,
                              as Syndication Agent

                                 SUNTRUST BANK,
                             as Documentation Agent

                                       and

                            The Lenders Party Hereto

                                  $150,000,000

                            SENIOR CREDIT FACILITIES




                         BANC OF AMERICA SECURITIES LLC
                                       AND
                              LEHMAN BROTHERS INC.
                  Joint Lead Arrangers and Joint Book Managers



                          DATED AS OF FEBRUARY 2, 2001


<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
         Section                                                                                                Page
         -------                                                                                                ----
<S>                                                                                                             <C>
Article I. DEFINITIONS AND ACCOUNTING TERMS.......................................................................1
         1.01         Defined Terms...............................................................................1
         1.02         Other Interpretive Provisions..............................................................18
         1.03         Accounting Terms...........................................................................19
         1.04         Rounding...................................................................................19
         1.05         References to Agreements and Laws..........................................................19

Article II. the COMMITMENTS and BORROWINGs.......................................................................20
         2.01         Revolver Facility..........................................................................20
         2.02         Term Loan Facility.........................................................................20
         2.03         Borrowings, Conversions and Continuations of Loans.........................................20
         2.04         Prepayments................................................................................21
         2.05         Reduction or Termination of Commitments....................................................23
         2.06         Repayment of Loans.........................................................................24
         2.07         Interest...................................................................................24
         2.08         Fees.......................................................................................24
         2.09         Computation of Interest and Fees...........................................................25
         2.10         Evidence of Debt...........................................................................25
         2.11         Payments Generally.........................................................................25
         2.12         Sharing of Payments........................................................................27
         2.13         Order of Application.......................................................................27

Article III. TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................28
         3.01         Taxes......................................................................................28
         3.02         Illegality.................................................................................29
         3.03         Inability to Determine Rates...............................................................29
         3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate
                      Loans......................................................................................30
         3.05         Funding Losses.............................................................................30
         3.06         Matters Applicable to all Requests for Compensation........................................31
         3.07         Survival...................................................................................31

Article IV. CONDITIONS PRECEDENT TO BORROWINGs...................................................................31
         4.01         Conditions of Initial Borrowing............................................................31
         4.02         Conditions to all Loans....................................................................33

Article V. REPRESENTATIONS AND WARRANTIES........................................................................33
         5.01         Existence; Qualification and Power; Compliance with Laws...................................33
         5.02         Authorization; No Contravention............................................................34
         5.03         Governmental Authorization.................................................................34
         5.04         Binding Effect.............................................................................34
         5.05         Financial Statements; No Material Adverse Effect...........................................34
         5.06         Litigation.................................................................................34
         5.07         No Default.................................................................................34
         5.08         Ownership of Property; Liens...............................................................35
         5.09         Environmental Compliance...................................................................35
         5.10         Insurance..................................................................................35
</TABLE>


                                       i
<PAGE>   3
<TABLE>
<S>                                                                                                              <C>
         5.11         Taxes......................................................................................35
         5.12         ERISA Compliance...........................................................................35
         5.13         Subsidiaries...............................................................................36
         5.14         Margin Regulations; Investment Company Act; Public Utility Holding Company Act; Use
                      of Proceeds................................................................................36
         5.15         Disclosure.................................................................................36
         5.16         Labor Matters..............................................................................36
         5.17         Compliance with Laws.......................................................................37

Article VI. AFFIRMATIVE COVENANTS................................................................................37
         6.01         Financial Statements.......................................................................37
         6.02         Certificates; Other Information............................................................38
         6.03         Notices....................................................................................38
         6.04         Payment of Obligations.....................................................................39
         6.05         Preservation of Existence, Etc.............................................................39
         6.06         Maintenance of Assets and Business.........................................................39
         6.07         Maintenance of Insurance...................................................................39
         6.08         Compliance with Laws.......................................................................39
         6.09         Books and Records..........................................................................40
         6.10         Inspection Rights..........................................................................40
         6.11         Compliance with ERISA......................................................................40
         6.12         Use of Proceeds............................................................................40
         6.13         Clean Down Period..........................................................................40
         6.14         Guaranties.................................................................................41
         6.15         Material Agreements........................................................................41

Article VII. NEGATIVE COVENANTS..................................................................................41
         7.01         Liens......................................................................................41
         7.02         Investments................................................................................42
         7.03         Indebtedness, Synthetic Leases and Swap Obligations........................................42
         7.04         Fundamental Changes........................................................................43
         7.05         Dispositions...............................................................................43
         7.06         Lease Obligations..........................................................................43
         7.07         Restricted Payments; Payments of Permitted Affiliate Subordinated Debt.....................43
         7.08         ERISA......................................................................................44
         7.09         Nature of Business; Capital Expenditures...................................................44
         7.10         Transactions with Affiliates...............................................................44
         7.11         Burdensome Agreements......................................................................44
         7.12         Use of Proceeds............................................................................44
         7.13         Operating Agreements.......................................................................44
         7.14         Financial Covenants........................................................................44

Article VIII. EVENTS OF DEFAULT AND REMEDIES.....................................................................45
         8.01         Events of Default..........................................................................45
         8.02         Remedies Upon Event of Default.............................................................47

Article IX. ADMINISTRATIVE AGENT.................................................................................47
         9.01         Appointment and Authorization of Administrative Agent......................................47
         9.02         Delegation of Duties.......................................................................48
         9.03         Liability of Administrative Agent..........................................................48
         9.04         Reliance by Administrative Agent...........................................................48
         9.05         Notice of Default..........................................................................49
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                              <C>
         9.06         Credit Decision; Disclosure of Information by Administrative Agent.........................49
         9.07         Indemnification of Administrative Agent....................................................49
         9.08         Administrative Agent in its Individual Capacity............................................50
         9.09         Successor Administrative Agent.............................................................50
         9.10         Other Agents; Lead Managers................................................................50

Article X. MISCELLANEOUS.........................................................................................51
         10.01        Amendments, Etc............................................................................51
         10.02        Notices and Other Communications; Facsimile Copies.........................................52
         10.03        No Waiver; Cumulative Remedies.............................................................53
         10.04        Attorney Costs; Expenses and Taxes.........................................................53
         10.05        Indemnification............................................................................53
         10.06        Payments Set Aside.........................................................................54
         10.07        Successors and Assigns.....................................................................54
         10.08        Confidentiality............................................................................56
         10.09        Set-off....................................................................................57
         10.10        Interest Rate Limitation...................................................................57
         10.11        Counterparts...............................................................................57
         10.12        Integration................................................................................57
         10.13        Survival of Representations and Warranties.................................................58
         10.14        Severability...............................................................................58
         10.15        Foreign Lenders............................................................................58
         10.16        Governing Law..............................................................................59
         10.17        Waiver of Right to Trial by Jury...........................................................59
         10.18        No General Partner's Liability.............................................................60
         10.19        ENTIRE AGREEMENT...........................................................................60

         SIGNATURES.............................................................................................S-1
</TABLE>




                                      iii
<PAGE>   5
SCHEDULES

         2.01     Commitments and Pro Rata Shares
         5.13     Subsidiaries
         10.02    Addresses for Notices to Borrower, Guarantors and
                  Administrative Agent

EXHIBITS
                  Form of

         A-1               Borrowing Notice
         A-2               Conversion/Continuation Notice
         B-1               Revolver Note
         B-2               Term Note
         C-1               Compliance Certificate pursuant to SECTION 6.02(a)
         C-2               Compliance Certificate pursuant to SECTION 7.02 and
                           SECTION 7.03 D Assignment and Acceptance
         E                 Guaranty
         F-1 and F-2       Opinions of Counsel
         G                 Intercompany Note evidencing Permitted Affiliate
                           Subordinated Debt




                                       iv
<PAGE>   6
                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("AGREEMENT") is entered into as of February 2,
2001, among WILLIAMS OLP, L.P., a Delaware limited partnership (the "BORROWER"),
each lender from time to time party hereto (collectively, the "LENDERS" and
individually, a "LENDER"), SUNTRUST BANK, as Documentation Agent, LEHMAN
COMMERCIAL PAPER, INC., as Syndication Agent, and BANK OF AMERICA, N.A., as
Administrative Agent.

         The Borrower has requested that the Lenders provide a term loan
facility and a revolving credit facility, and the Lenders are willing to do so
on the terms and conditions set forth herein.

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

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

         1.01 DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings set forth below:

         ACCEPTABLE INDEMNITY means, with respect to a judgment, an agreement
between a Referenced Person as indemnitee (the "INDEMNITEE") and a third party
as indemnitor (the "INDEMNITOR") pursuant to which such Referenced Person is
entitled to be indemnified against and reimbursed for any and all losses,
liabilities, and expenses arising in connection with such judgment, provided
that (i) the Indemnitor shall be reasonably acceptable to the Required Lenders,
(ii) the Indemnitor shall have accepted liability pursuant to a written
undertaking that is satisfactory to the Required Lenders, and (iii) unless
otherwise agreed by the Required Lenders, the Indemnitor's obligations shall be
secured, pursuant to arrangements that are reasonably satisfactory to the
Required Lenders, by cash collateral pledged to the Indemnitee or by a letter of
credit, guaranty, bond or other credit support issued for the benefit of the
Indemnitee.

         ACQUISITION means any transaction or series of related transactions for
the purpose of, or resulting in, directly or indirectly, (a) the acquisition by
a Company of all or substantially all of the assets of a Person or of any
business or division of a Person; (b) the acquisition by a Company of more than
50% of any class of Voting Stock (or similar ownership interests) of any Person;
or (c) a merger, consolidation, amalgamation, or other combination by a Company
with another Person if a Company is the surviving entity, provided that, (i) in
any merger involving the Borrower, the Borrower must be the surviving entity;
and (ii) in any merger involving a wholly-owned Subsidiary and another
Subsidiary, the wholly-owned Subsidiary shall be the survivor.

         ACQUISITION SUBFACILITY has the meaning specified in SECTION 2.01(a).

         ACQUISITION SUBFACILITY COMMITMENT means an amount (subject to
reduction or cancellation as herein provided) equal to $40,000,000.00.

         ACQUISITION SUBFACILITY PRINCIPAL DEBT means, on any date of
determination, the aggregate unpaid principal amount of all Borrowings under the
Acquisition Subfacility.

         ADMINISTRATIVE AGENT means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.




                                       1
<PAGE>   7

         ADMINISTRATIVE AGENT'S OFFICE means the Administrative Agent's address
and, as appropriate, account as set forth on SCHEDULE 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

         ADMINISTRATIVE DETAILS FORM means the Administrative Details Reply Form
furnished by a Lender to the Administrative Agent in connection with this
Agreement.

         AFFILIATE means, as to any Person, any other Person related to such
Person. A Person shall be deemed to be "related to" any other Person if such
other Person possesses, directly or indirectly, power (a) to vote 10% or more of
the securities (on a fully diluted basis) having ordinary voting power for the
election of directors or managing general partners; or (b) to direct or cause
the direction of the management and policies of such Person whether by contract
or otherwise.

         AGENT/ARRANGER FEE LETTER has the meaning specified in SECTION 2.08(b).

         AGENT-RELATED PERSONS means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, Banc of
America Securities LLC), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

         AGGREGATE COMMITMENTS has the meaning set forth in the definition of
"Commitment."

         AGGREGATE COMMITTED SUM means, on any date of determination, the sum of
all Committed Sums then in effect for all Lenders in respect of the Revolver
Facility and the Term Loan Facility (as the same may have been reduced or
canceled as provided in the Loan Documents).

         AGREEMENT means this Credit Agreement.

         AMMONIA PIPELINE/TERMINAL OPERATING AGREEMENT means the operating
agreement dated as of the date of the MLP Offering Closing, between the Borrower
and an Affiliate of TWC, relating to the operation of the Borrower's ammonia
pipeline and terminal system.

         APPLICABLE RATE means the following percentages per annum set forth in
the table below, on any date of determination, with respect to the Type of
Borrowing or commitment fee that corresponds to the Leverage Ratio at such date
of determination, as calculated based on the quarterly Compliance Certificate
most recently delivered pursuant to SECTION 6.02(a):

<TABLE>
<CAPTION>
                  ---------------------------------------------------------------------------------------------
                                                        Applicable Rate
                  ---------------------------------------------------------------------------------------------
                    Pricing                                   Commitment fee     Eurodollar      Base Rate +
                     Level             Leverage Ratio              (bps)        Rate + (bps)        (bps)
                  ---------------------------------------------------------------------------------------------
<S>                                    <C>                    <C>               <C>              <C>
                       1           Less than or equal to           17.5             100.0             0
                                         2.00:1.00
                  ---------------------------------------------------------------------------------------------
                       2           Less than or equal to           25.0             120.0            20.0
                                   3.00:1.00, but greater
                                      than 2.00:1.00
                  ---------------------------------------------------------------------------------------------
                       3           Greater than 3.00:1.00          35.0             145.0            40.0
                  ---------------------------------------------------------------------------------------------
</TABLE>




                                       2
<PAGE>   8

         Pricing Level 2 above shall be in effect for a period of six (6) months
beginning on the Initial Funding Date unless, during such six (6) month period,
the Leverage Ratio falls within Pricing Level 3 above, in which case Pricing
Level 3 shall apply.

         ARRANGERS means Banc of America Securities LLC and Lehman Brothers
Inc., in their capacities as joint lead arrangers and joint book managers, and
ARRANGER means either one of them.

         ASSET ACQUISITION has the meaning set forth in SECTION 7.14(c)(i).

         ASSIGNMENT AND ACCEPTANCE means an Assignment and Acceptance
substantially in the form of EXHIBIT D.

         ASSUMED DEBT means that certain Indebtedness assumed by Terminal
Holdings LLC, originally incurred to partially finance the $259,000,000 purchase
of certain terminal, storage, pipeline and related assets (such assets being
herein called the FINANCED ASSETS).

         ATTORNEY COSTS means and includes all reasonable fees and disbursements
of any law firm or other external counsel and the reasonable allocated cost of
internal legal services and all reasonable disbursements of internal counsel.

         ATTRIBUTABLE INDEBTEDNESS means, on any date, in respect of any Capital
Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP.

         ATTRIBUTABLE PRINCIPAL means, on any date, in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were accounted for as a
capital lease.

         AUTHORIZATIONS means all filings, recordings, and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority.

         AUTHORIZED OFFICER means the chief operating officer, any vice
president or any Responsible Officer of a Loan Party or other Person, as
applicable. Any document delivered hereunder that is signed by an Authorized
Officer of a Loan Party shall be conclusively presumed to have been authorized
by all necessary corporate, partnership and/or other action on the part of such
Loan Party and such Authorized Officer shall be conclusively presumed to have
acted on behalf of such Loan Party.

         BANK OF AMERICA means Bank of America, N.A.

         BASE RATE means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

         BASE RATE LOAN means a Loan that bears interest based on the Base Rate.




                                       3
<PAGE>   9

         BOARD means the Board of Governors of the Federal Reserve System of the
United States of America.

         BORROWER has the meaning set forth in the introductory paragraph
hereto.

         BORROWER'S OPERATING AGREEMENTS means the following: (a) Borrower's and
its Subsidiaries' Organization Documents, (b) the Omnibus Agreement, (c) the
Contribution Agreement, and (d) the Ammonia Pipeline/Terminal Operating
Agreement.

         BORROWING means a borrowing consisting of simultaneous Loans of the
same Type and having the same Interest Period made by each of the Lenders
pursuant to SECTIONS 2.01 and 2.02.

         BORROWING NOTICE means a notice of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Loans as the same
Type, pursuant to SECTION 2.03(a), which, if in writing, shall be substantially
in the form of EXHIBIT A-1 or A-2, as applicable.

         BUSINESS DAY means any day other than a Saturday, Sunday, or other day
on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent's Office is located
and, if such day relates to any Eurodollar Rate Loan, means any such day on
which dealings in Dollar deposits are conducted by and between banks in the
applicable offshore Dollar interbank market.

         CAPITAL EXPENDITURE by a Person means an expenditure (determined in
accordance with GAAP) for any fixed asset owned by such Person for use in the
operations of such Person having a useful life of more than one year, or any
improvements or additions thereto.

         CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

         CHANGE OF CONTROL means (a) the failure of the TWC to own, directly or
indirectly, 100% of the general partnership interests in the MLP, (b) the
failure of TWC to own, directly or indirectly, 100% of the general partnership
interests in the Borrower, or (c) the failure of the MLP to be the sole limited
partner of the Borrower.

         CLOSING DATE means the date upon which this Agreement has been executed
by the Borrower, the Lenders and the Administrative Agent.

         CODE means the Internal Revenue Code of 1986.

         COMMITMENT means, as to each Revolver Lender, its obligation to make
Loans to the Borrower pursuant to SECTION 2.01, in an amount at any one time
outstanding not to exceed its Committed Sum, and, as to each Term Loan Lender,
its obligation to lend to the Borrower on the Conditions Effective Date pursuant
to SECTION 2.02, in an amount not to exceed its Committed Sum, in each case as
such amount may be reduced or adjusted from time to time in accordance with this
Agreement (collectively, the "AGGREGATE COMMITMENTS").

         COMMITTED SUM means (a) for any Revolver Lender, with respect to the
Acquisition Subfacility, at any date of determination occurring prior to the
Revolver Maturity Date, the amount stated beside such Lender's name under the
heading for the Acquisition Subfacility on the most-recently amended SCHEDULE
2.01 to this Agreement (which amount is subject to increase, reduction, or
cancellation in



                                       4
<PAGE>   10

accordance with the Loan Documents), (b) for any Revolver Lender, with respect
to the Working Capital/Distribution Subfacility, at any date of determination
occurring prior to the Revolver Maturity Date, the amount stated beside such
Lender's name under the heading for the Working Capital/Distribution Subfacility
on the most recently amended SCHEDULE 2.01 to this Agreement (which amount is
subject to increase, reduction, or cancellation in accordance with the Loan
Documents), and (c) for any Term Loan Lender, with respect to the Term Loan
Facility, at any date of determination occurring prior to the date of the
initial Borrowing for the Term Loan Facility, the amount stated beside such
Lender's name under the heading for the Term Loan Facility on the most-recently
amended SCHEDULE 2.01 to this Agreement (which amount is subject to increase,
reduction, or cancellation in accordance with the Loan Documents).

         COMPANY and COMPANIES means, on any date of determination thereof,
Borrower and each of its Subsidiaries.

         COMPLIANCE CERTIFICATE means a certificate substantially in the form of
EXHIBIT C-1 or EXHIBIT C-2, as applicable.

         CONDITIONS EFFECTIVE DATE means the first date all the conditions
precedent in SECTION 4.01 are satisfied or waived in accordance with SECTION
4.01 (or, in the case of SECTIONS 4.01(b) and (c), waived by the Person entitled
to receive the applicable payment).

         CONSOLIDATED EBITDA means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of
taxes, based on or measured by income, used or included in the determination of
such Consolidated Net Income, and (d) the amount of depreciation and
amortization expense deducted in determining such Consolidated Net Income.

         CONSOLIDATED INTEREST CHARGES means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, the sum of (a) all interest,
premium payments, fees, charges and related expenses of the Borrower and its
Subsidiaries in connection with Indebtedness (including capitalized interest),
in each case to the extent treated as interest in accordance with GAAP, less
interest income from temporary investments, and (b) the portion of rent expense
of the Borrower and its Subsidiaries with respect to such period under Capital
Leases that is treated as interest in accordance with GAAP.

         CONSOLIDATED LEASE AND RENTAL EXPENSE means the lease and rental
expense of the Borrower and its Subsidiaries on a consolidated basis.

         CONSOLIDATED NET INCOME means, for any period, for the Borrower and its
Subsidiaries on a consolidated basis, the net income or net loss of the Borrower
and its Subsidiaries from continuing operations, provided that there shall be
excluded from such net income (to the extent otherwise included therein): (a)
net extraordinary gains and losses (other than, in the case of losses, losses
resulting from charges against net income to establish or increase reserves for
potential environmental liabilities and reserves for exposure under rate cases),
(b) net gains or losses in respect of Dispositions of assets other than in the
ordinary course of business, (c) any gains or losses attributable to non-cash
write-ups or write-downs of assets, and (d) proceeds of any insurance on
property, plant or equipment.

         CONSOLIDATED TOTAL DEBT means, as of any date of determination, for the
Borrower and its Subsidiaries on a consolidated basis, the sum of (a) the
outstanding principal amount of all obligations and liabilities, whether current
or long-term, for borrowed money (including Obligations hereunder), (b) that
portion of obligations with respect to Capital Leases of the Borrower and its
Subsidiaries, and (c)



                                       5
<PAGE>   11

without duplication, all Guaranty Obligations with respect to Indebtedness of
the type specified in subsections (a) and (b) above of Persons other than the
Borrower or any Subsidiary.

         CONTRACTUAL OBLIGATION means, 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.

         CONTRIBUTION AGREEMENT means the Contribution, Conveyance and
Assumption Agreement dated as of the date of MLP Offering Closing, among the
MLP, the Borrower, TWC and certain of its Affiliates.

         DEBT ISSUANCE means the issuance, incurrence or assumption of
Indebtedness by the Borrower or any of its Subsidiaries after the Closing Date,
other than Permitted Affiliate Subordinated Debt and Indebtedness arising under
the Loan Documents.

         DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

         DEFAULT means any event that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

         DEFAULT RATE means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per
annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

         DISPOSITION or DISPOSE means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

         DOLLAR and $ means lawful money of the United States of America.

         EDGAR means "Electronic Data Gathering, Analysis and Retrieval" system,
a database maintained by the Securities and Exchange Commission containing
electronic filings of issuers of certain securities.

         ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender; and
(c) any other Person (other than a natural Person) approved by the
Administrative Agent and, unless an Event of Default has occurred and is
continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed).

         ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the



                                       6
<PAGE>   12

Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.
Section 9601 et seq.) ("CERCLA"), the Clean Air Act (42 U.S.C. Section 7401 et
seq.), the Federal Water Pollution Control Act, as amended by the Clean Water
Act (33 U.S.C. Section 1251 et seq.), the Federal Insecticide, Fungicide, and
Rodenticide Act (7 U.S.C. Section 136 et seq.), the Emergency Planning and
Community Right to Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the
National Environmental Policy Act of 1969 (42 U.S.C. Section 4321 et seq.), the
Oil Pollution Act (33 U.S.C. Section 2701 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. Section 6901 et seq.), the Rivers and Harbors Act
(33 U.S.C. Section 401 et seq.), the Safe Drinking Water Act (42 U.S.C. Section
201 and Section 300f et seq.), the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste
Amendments of 1984 (42 U.S.C. Section 6901 et seq.), the Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.), and analogous state and local
Laws, as any of the foregoing may have been and may be amended or supplemented
from time to time, and any analogous future enacted or adopted Law, or (d) the
Release or threatened Release of Hazardous Substances.

         ERISA means the Employee Retirement Income Security Act of 1974 and any
regulations issued pursuant thereto.

         ERISA AFFILIATE means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions of this Agreement relating to obligations imposed under
Section 412 of the Code).

         ERISA EVENT means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

         EURODOLLAR RATE means for any Interest Period with respect to any
Eurodollar Rate Loan:

                  (a) the rate per annum equal to the rate determined by the
         Administrative Agent to be the offered rate that appears on the page
         (such page currently being page 3750) of the Telerate screen (or any
         successor thereto) that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such
         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (b) if the rate referenced in the preceding subsection (a)
         does not appear on such page or service or such page or service shall
         cease to be available, the rate per annum equal to the rate determined
         by the Administrative Agent to be the offered rate on such other page
         or other service that displays an average British Bankers Association
         Interest Settlement Rate for deposits in Dollars (for delivery on the
         first day of such Interest Period) with a term equivalent to such




                                       7
<PAGE>   13

         Interest Period, determined as of approximately 11:00 a.m. (London
         time) two Business Days prior to the first day of such Interest Period,
         or

                  (c) if the rates referenced in the preceding subsections (a)
         and (b) are not available, the rate per annum determined by the
         Administrative Agent as the rate of interest (rounded upward to the
         next 1/100th of 1%) at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Loan being made, continued or converted
         by Bank of America and with a term equivalent to such Interest Period
         would be offered by Bank of America's London Branch to major banks in
         the offshore Dollar market at their request at approximately 11:00 a.m.
         (London time) two Business Days prior to the first day of such Interest
         Period.

         EURODOLLAR RATE LOAN means a Loan that bears interest at a rate based
on the Eurodollar Rate.

         EVENT OF DEFAULT means any of the events or circumstances specified in
ARTICLE VIII.

         FACILITIES means, collectively, the Revolver Facility and the Term Loan
Facility; FACILITY means either of the Revolver Facility or the Term Loan
Facility.

         FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded
upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank on the Business Day next succeeding such day; provided that
(a) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average of the quotations for such day on such transactions
received by the Administrative Agent from three federal funds brokers of
recognized standing selected by the Administrative Agent.

         FINANCED ASSETS has the meaning set forth herein in the definition of
Assumed Debt.

         FOREIGN LENDER has the meaning specified in SECTION 10.15.

         FOREIGN SUBSIDIARY of any Person means a Subsidiary of such Person that
is organized or incorporated under the Laws of a jurisdiction other than a
jurisdiction of the United States.

         GAAP means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrower or the Required Lenders shall so request, the Administrative Agent, the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided that, until so
amended, (a) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (b) the Borrower shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.



                                       8
<PAGE>   14

         GENERAL PARTNER means Williams GP LLC, a Delaware limited liability
company, a wholly-owned Subsidiary of TWC.

         GOVERNMENTAL AUTHORITY means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, and any
corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.

         GUARANTORS means any Person, including, but not limited to, each
Subsidiary of Borrower which undertakes to be liable for all or any part of the
Obligations by execution of a Guaranty, or otherwise.

         GUARANTY means a Guaranty now or hereafter made by any Guarantor in
favor of the Administrative Agent on behalf of the Lenders, substantially in the
form of EXHIBIT E, as may be amended from time to time.

         GUARANTY OBLIGATION means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other payment obligation of another
Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other payment obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other payment obligation of the payment of such
Indebtedness or other payment obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other payment obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligees in respect of such Indebtedness or other payment
obligation of the payment thereof or to protect such obligees against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other payment obligation of any other
Person, whether or not such Indebtedness or other payment obligation is assumed
by such Person; provided, however, that the term "Guaranty Obligation" shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guaranty Obligation shall be deemed to be
an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guaranty Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the guarantying Person in good
faith.

         HAZARDOUS SUBSTANCE means (a) any substance that is designated,
defined, or classified as a hazardous waste, hazardous material, pollutant,
contaminant, or toxic or hazardous substance, or that is otherwise regulated,
under any Environmental Law, including without limitation any hazardous
substance within the meaning of Section 101(14) of CERCLA, and (b) petroleum,
oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet
fuel, and other refined petroleum hydrocarbons.

         INDEBTEDNESS means, as to any Person at a particular time, all of the
following:

                  (a) all obligations of such Person for borrowed money and all
         obligations of such Person evidenced by bonds, debentures, notes, loan
         agreements or other similar instruments;

                  (b) the face amount of all letters of credit (including
         standby and commercial), banker's acceptances, bank guaranties, surety
         bonds and similar instruments issued for the account of such Person,
         and, without duplication, all drafts drawn and unpaid thereunder;



                                       9
<PAGE>   15

                  (c) whether or not so included as liabilities in accordance
         with GAAP, all obligations of such Person to pay the deferred purchase
         price of property or services, other than trade accounts payable in the
         ordinary course of business not overdue by more than 60 days, and
         indebtedness (excluding prepaid interest thereon) secured by a Lien on
         property owned or being purchased by such Person (including
         indebtedness arising under conditional sales or other title retention
         agreements), whether or not such indebtedness shall have been assumed
         by such Person or is limited in recourse;

                  (d) Capital Leases; and

                  (e) all Guaranty Obligations of such Person in respect of any
         of the foregoing.

         For all purposes hereof, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner, unless such Indebtedness is expressly made non-recourse to such
Person except for customary exceptions acceptable to the Required Lenders. The
amount of any Capital Lease as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

         INDEMNIFIED LIABILITIES has the meaning set forth in SECTION 10.05.

         INDEMNITEES has the meaning set forth in SECTION 10.05.

         INITIAL FUNDING DATE means the date that the initial Loan is made under
this Agreement.

         INITIAL FUNDING DATE FINANCIAL STATEMENTS means the financial
statements delivered pursuant to clauses (C) and (D) of SECTION 4.01(a)(VII).

         INITIAL FUNDING DATE PRO FORMAS means the balance sheets delivered
pursuant to clauses (A) and (B) of SECTION 4.01(a)(VII).

         INTEREST COVERAGE RATIO means the ratio of (a) the sum of (i)
Consolidated EBITDA for the period of the four prior fiscal quarters ending on
such date and (ii) Consolidated Lease and Rental Expense during such period to
(b) the sum of (i) Consolidated Interest Charges during such period and (ii)
Consolidated Lease and Rental Expense during such period.

         INTEREST PAYMENT DATE means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan, the last Business Day of each March, June, September and
December and the Revolver Maturity Date or the Term Loan Maturity Date, as
applicable.

         INTEREST PERIOD means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Borrowing Notice;
provided that:

                  (i) any Interest Period that would otherwise end on a day that
         is not a Business Day shall be extended to the next succeeding Business
         Day unless, in the case of a Eurodollar Rate



                                       10
<PAGE>   16

         Loan, such Business Day falls in another calendar month, in which case
         such Interest Period shall end on the next preceding Business Day;

                  (ii) any Interest Period pertaining to a Eurodollar Rate Loan
         that begins on the last Business 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
         Business Day of the calendar month at the end of such Interest Period;
         and

                  (iii) no Interest Period shall extend beyond the scheduled
         Revolver Maturity Date or the Term Loan Maturity Date, as applicable.

         INVESTMENT means, as to any Person, any acquisition or investment by
such Person, whether by means of (a) the purchase or other acquisition of
capital stock or other securities of another Person, (b) a loan, advance or
capital contribution to, guaranty of debt of, or purchase or other acquisition
of any other debt or equity participation or interest in, another Person,
including any partnership or joint venture interest in such other Person, or (c)
the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business unit. For
purposes of covenant compliance, the amount of any Investment shall be the
amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

         IRS means the United States Internal Revenue Service.

         LAWS means, collectively, all applicable international, foreign,
Federal, state and local statutes, treaties, rules, guidelines, regulations,
ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, licenses,
authorizations and permits of, any Governmental Authority.

         LENDER has the meaning specified in the introductory paragraph hereto.

         LENDING OFFICE means, as to any Lender, the office or offices of such
Lender set forth on its Administrative Details Form, or such other office or
offices as a Lender may from time to time notify the Borrower and the
Administrative Agent.

         LEVERAGE RATIO means, for the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Consolidated Total Debt (excluding
Permitted Affiliate Subordinated Debt) as of the determination date to (b)
Consolidated EBITDA for the period of the four fiscal quarters ending on such
date.

         LIEN means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever to secure or provide for payment of any obligation of any
Person, (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable Laws of any jurisdiction), including the interest
of a purchaser of accounts receivable.

         LOAN means an extension of credit by a Lender to the Borrower under
ARTICLE II.

         LOAN DOCUMENTS means this Agreement, each Note, the Agent/Arranger Fee
Letter, each Borrowing Notice, each Compliance Certificate and the Guaranties.




                                       11
<PAGE>   17

         LOAN PARTIES means, collectively, the Borrower and each Guarantor.

         MATERIAL ADVERSE EFFECT means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties or condition
(financial or otherwise) of the Borrower or the Borrower and its Subsidiaries
taken as a whole; (b) a material impairment of the ability of the Borrower or of
the Loan Parties, collectively, to perform their obligations under the Loan
Documents; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against the Borrower or the Loan Parties, collectively,
of any Loan Documents.

         MATERIAL AGREEMENT means (a) the Borrower's Operating Agreements, and
(b) any other contract material to the business of the Borrower and its
Subsidiaries, taken as a whole.

         MATURITY DATE means the later of (a) the Revolver Maturity Date, and
(b) the Term Loan Maturity Date.

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

         MLP means Williams Energy Partners L.P., a Delaware limited
partnership.

         MLP OFFERING means the initial sale to the public of common units in
the MLP pursuant to the MLP Registration Statement.

         MLP OFFERING CLOSING means the consummation of the sale of common units
to the public pursuant to the MLP Registration Statement.

         MLP REGISTRATION STATEMENT means the Registration Statement filed on
October 30, 2000 with the Securities and Exchange Commission in connection with
the sale of common units in the MLP, as amended by Amendment No. 1 filed on
December 22, 2000, as may be further amended.

         MULTIEMPLOYER PLAN means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.

         NET CASH PROCEEDS means (a) with respect to any Significant Sale, cash
(including any cash received by way of deferred payment pursuant to a promissory
note or otherwise, as and when received) received by the Borrower or any of its
Subsidiaries in connection with and as consideration therefor, on or after the
date of consummation of such transaction, after (i) deduction of Taxes payable
in connection with or as a result of such transaction, (ii) payment of all usual
and customary brokerage commissions and all other reasonable fees and expenses
related to such transaction (including, without limitation, reasonable
attorneys' fees and closing costs incurred in connection with such transaction),
(iii) deduction of appropriate amounts required to be reserved (in accordance
with GAAP) for post-closing adjustments by the Borrower or any of its
Subsidiaries in connection with such transaction, against any liabilities
retained by the Borrower or any of its Subsidiaries after such transaction,
which liabilities are associated with the asset or assets being sold, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction, and (iv) deduction for the amount
of any Indebtedness (other than the Obligations or Indebtedness owed to the
Borrower or any of its Subsidiaries) secured by



                                       12
<PAGE>   18

the respective asset or assets being sold, which Indebtedness is repaid as a
result of such transaction; (b) with respect to any Debt Issuance, cash
received, on or after the date of incurrence of such Indebtedness, by the
Borrower or any of its Subsidiaries from the incurrence of such Indebtedness
after (i) payment of all reasonable attorneys' fees and usual and customary
underwriting commissions, closing costs, and other reasonable expenses
associated with such Debt Issuance, and (ii) deductions for the amount of any
other Indebtedness (other than the Obligations or Indebtedness owed to the
Borrower or any of its Subsidiaries) which is required to be repaid concurrently
with or otherwise as a result of the incurrence of such Indebtedness; provided,
however, in the case of Taxes that are deductible under clause (a)(i) preceding
or post-closing adjustments under clause (a)(iii) preceding, but which Taxes or
post-closing adjustments have not actually been paid or are not yet payable, the
Borrower or any of its Subsidiaries selling such assets may deduct from the cash
proceeds an amount (the "RESERVED AMOUNT") equal to the amount reserved in
accordance with GAAP as a reasonable estimate for such Taxes or post-closing
adjustments, so long as, at the time such Taxes or post-closing adjustments are
actually paid, the amount, if any, by which the Reserved Amount exceeds the
Taxes or post-closing adjustments actually paid shall constitute additional "NET
CASH PROCEEDS" of such Significant Sale.

         NOTES means promissory notes of the Borrower, substantially in the form
of EXHIBIT B-1 and B-2 hereto, evidencing the obligation of Borrower to repay
the Loans, and "NOTE" means any one of such promissory notes issued hereunder.

         OBLIGATIONS means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against any Loan
Party or any Referenced Person thereof of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding.

         OMNIBUS AGREEMENT means the Omnibus Agreement dated as of the date of
the MLP Offering Closing, among the MLP, the Borrower, TWC and certain of its
Affiliates.

         ORGANIZATION DOCUMENTS means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (b) with respect to any
limited liability company, the articles of formation and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

         OTHER TAXES has the meaning specified in SECTION 3.01(b).

         OUTSTANDING AMOUNT means on any date, the sum of the Revolver Principal
Debt and the Term Loan Principal Debt.

         PARTICIPANT has the meaning specified in SECTION 10.07(d).

         PARTNERSHIP AGREEMENT means (a) prior to the MLP Offering Closing, the
Partnership Agreement dated October __, 2000, and (b) after the MLP Offering
Closing, the Amended and Restated Agreement of Limited Partnership of Williams
Energy Partners, L.P., in the form attached as an Appendix to the MLP
Registration Statement (in Amendment No. 1 thereto), with such changes, if any,
as are satisfactory to the Required Lenders.




                                       13
<PAGE>   19

         PBGC means the Pension Benefit Guaranty Corporation.

         PENSION PLAN means any "employee pension benefit plan" (as such term is
defined in Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

         PERMITTED ACQUISITION means an Acquisition, so long as the following
requirements have been satisfied:

                  (i) Such Acquisition shall not result in the Borrower's
         ownership of a Foreign Subsidiary;

                  (ii) At the time of the closing of the Acquisition, the
         Borrower shall deliver to the Administrative Agent (A) a certificate of
         a Responsible Officer of Borrower certifying that as of the closing of
         the Acquisition, no Default or Event of Default (including a Default
         pursuant to SECTION 7.09) shall exist or occur as a result thereof and
         after giving effect thereto, and (B) a copy of the purchase agreement
         governing such Acquisition;

                  (iii) At the time of closing of the Acquisition, the Borrower
         shall deliver to the Administrative Agent a Compliance Certificate in
         the form of EXHIBIT C-2, demonstrating pro forma compliance with
         SECTIONS 7.03 and 7.14, as of the closing of the Acquisition after
         giving effect thereto and after giving effect to any Indebtedness
         (including Obligations) incurred in connection therewith; and

                  (iv) If such Acquisition results in the Borrower's ownership
         of a Subsidiary who is not yet a Guarantor, the Borrower shall have
         complied with the requirements of SECTION 6.14 as of the date of such
         Acquisition.

         PERMITTED AFFILIATE SUBORDINATED DEBT means unsecured Indebtedness of
the Borrower owed to TWC or a Subsidiary of TWC, subordinated to the Obligations
pursuant to a Subordination Agreement containing terms satisfactory to the
Required Lenders, provided that such Indebtedness (i) shall not bear a rate of
interest which is greater than a market rate of interest, (ii) shall not require
any Principal Payment earlier than six (6) months after the Maturity Date, and
(iii) shall be subject to such other terms as set forth on the form of
Intercompany Note attached hereto as EXHIBIT G or as shall be reasonably
satisfactory to the Required Lenders.

         PERMITTED LIENS means Liens permitted under SECTION 7.01 as described
in such Section.

         PERSON means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.

         PLAN means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

         PRESENT AND RELATED BUSINESSES means the storage, transportation and
distribution of hydrocarbons and ammonia, and businesses related thereto.




                                       14
<PAGE>   20

         PRINCIPAL PAYMENT means a payment of principal (or, in the case of a
Synthetic Lease, Attributable Principal), whether pursuant to an amortization
schedule, at maturity, or otherwise.

         PRO RATA SHARE means, at any date of determination, for any Lender with
respect to a particular Facility or Subfacility, the percentage (carried out to
the ninth decimal place) that its Committed Sum for such Facility or Subfacility
bears to the aggregate Committed Sums of all Lenders for such Facility or
Subfacility.

         QUARTERLY DISTRIBUTIONS means the distributions by the Borrower of
Available Cash (as defined in the Partnership Agreement).

         REFERENCE PERIOD has the meaning set forth in SECTION 7.14(c)(i).

         REFERENCED PERSON means the Borrower, any Guarantor, the General
Partner, or any of their respective Subsidiaries, and the MLP.

         REGISTER has the meaning set forth in SECTION 10.07(c).

         RELEASE means any spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, disposal,
deposit, dispersal, migrating, or other movement into the air, ground, or
surface water, or soil in violation of any Environmental Law.

         REPORTABLE EVENT means any of the events set forth in Section 4043(c)
of ERISA, other than events for which the 30 day notice period has been waived.

         REQUIRED LENDERS means (a) on any date of determination on and after
the Closing Date and prior to the date of the initial Borrowing, those Lenders
holding 50.1% or more of the Aggregate Committed Sum, (b) on any date of
determination on and after the date of the initial Borrowing and prior to the
Revolver Maturity Date, those Lenders holding 50.1% or more of the sum of (i)
the Revolver Commitment plus (ii) the Term Loan Principal Debt; and (c) on any
date of determination on or after the Revolver Maturity Date, those Lenders
holding 50.1% or more of the Outstanding Amount.

         REQUIRED REVOLVER LENDERS means (a) on any date of determination on and
after the Closing Date and prior to the Revolver Maturity Date, those Lenders
holding more than 50% of the Revolver Commitment, and (b) on any date of
determination on or after the Revolver Maturity Date, those Lenders holding more
than 50% of the Revolver Principal Debt.

         REQUIRED TERM LENDERS means (a) on any date of determination on and
after the Closing Date and prior to the date of the initial Borrowing, those
Lenders holding more than 50% of the Term Loan Commitment, and (b) on any date
of determination on and after the date of the initial Borrowing, Term Loan
Lenders holding more than 50% of the Term Loan Principal Debt.

         RESPONSIBLE OFFICER means the president, chief executive officer, chief
financial officer, treasurer or assistant treasurer of a Loan Party or other
Person, as applicable. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

         RESTRICTED PAYMENT means any dividend or other distribution (whether in
cash, securities or other property) with respect to any equity interest in the
Borrower or any Subsidiary, or any payment (whether



                                       15
<PAGE>   21

in cash, securities or other property), including any sinking fund or similar
deposit on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such equity interest or of any option,
warrant or other right to acquire any such equity interest.

         REVOLVER COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to the sum of (i) the Acquisition
Subfacility Commitment, plus (ii) the Working Capital/Distribution Subfacility
Commitment.

         REVOLVER FACILITY means the credit facility as described in and subject
to the limitations set forth in SECTION 2.01.

         REVOLVER LENDER means, on any date of determination, any Lender that
has a Committed Sum under the Revolver Facility or that is owed any Revolver
Principal Debt.

         REVOLVER MATURITY DATE means (a) February __, 2004, or (b) such earlier
effective date of any other termination, cancellation, or acceleration of all
commitments to lend under the Revolver Facility.

         REVOLVER NOTE means a promissory note in substantially the form of
EXHIBIT B-1, and all renewals and extensions of all or any part thereof.

         REVOLVER PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the Revolver
Facility.

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

         SIGNIFICANT SALE means any Disposition (other than a Disposition
permitted by SECTION 7.05(a)) by a Company to any other Person (other than to
the Borrower or to a Wholly-owned Subsidiary of the Borrower) with respect to
which the Net Cash Proceeds realized by any Company for such Disposition exceed
$25,000 and when aggregated with the Net Cash Proceeds from all such other
Dispositions occurring since the Closing Date, equals or exceeds an amount which
is equal to 4% of the Borrower's assets (measured as of the close of the most
recent fiscal quarter end).

         SUBFACILITIES means, collectively, the Acquisition Subfacility and the
Working Capital/Distribution Subfacility.

         SUBSIDIARY of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrower.

         SWAP CONTRACT means (a) any and all rate swap transactions, basis
swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward
bond or forward bond price or forward bond index transactions, interest rate
options, forward foreign exchange transactions, cap transactions, floor
transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the



                                       16
<PAGE>   22

foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such
obligations or liabilities under any Master Agreement.

         SWAP TERMINATION VALUE means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

         SYNTHETIC LEASE OBLIGATION means the monetary obligation of a Person
under (a) a so-called synthetic, off-balance sheet or tax retention lease, or
(b) an agreement for the use or possession of property creating obligations that
do not appear on the balance sheet of such Person but which, upon the insolvency
or bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment). The amount of any Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Principal in respect thereof as of such date.

         TAXES has the meaning set forth in SECTION 3.01.

         TERM LOAN COMMITMENT means an amount (subject to reduction or
cancellation as herein provided) equal to $90,000,000.

         TERM LOAN FACILITY means the credit facility as described in and
subject to the limitations set forth in SECTION 2.02.

         TERM LOAN LENDER means, on any date of determination, any Lender that
has a Committed Sum under the Term Loan Facility or that is owed any Term Loan
Principal Debt.

         TERM NOTE means a promissory note substantially in the form of EXHIBIT
B-2, and all renewals and extensions of all or any part thereof.

         TERM LOAN MATURITY DATE means the earlier of (a) February __, 2004, and
(b) the effective date of any other termination, cancellation, or acceleration
of the commitment to lend under the Term Loan Facility.

         TERM LOAN PRINCIPAL DEBT means, on any date of determination, the
aggregate unpaid principal balance of all Borrowings under the Term Loan
Facility.

         TERMINALS HOLDING LLC means Williams Terminals Holding LLC, a Delaware
limited liability company to be merged into Terminals L.P. on or prior to the
MLP Offering Closing.

         TERMINALS L.P. means Williams Terminals Holding L.P., a Delaware
limited partnership, a wholly-owned Subsidiary of TWC, which will become a
Subsidiary of Borrower on or prior to the MLP Offering Closing.



                                       17
<PAGE>   23

         TWC means The Williams Companies, Inc.

         TYPE means, with respect to a Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

         UNFUNDED PENSION LIABILITY means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

         VOTING STOCK means the capital stock (or equivalent thereof) of any
class or kind, of a Person, the holders of which are entitled to vote for the
election of directors, managers, or other voting members of the governing body
of such Person.

         WHOLLY-OWNED when used in connection with any Subsidiary shall mean a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required as directors' qualifying shares) shall be owned by Parent or one
or more of its Wholly-owned Subsidiaries.

         WORKING CAPITAL/DISTRIBUTION SUBFACILITY has the meaning specified in
SECTION 2.01(c).

         WORKING CAPITAL/DISTRIBUTION SUBFACILITY COMMITMENT means an amount
(subject to reduction or cancellation as herein provided) equal to
$20,000,000.00.

         WORKING CAPITAL/DISTRIBUTION SUBFACILITY PRINCIPAL DEBT means, on any
date of determination, the aggregate unpaid principal amount of all Borrowings
under the Working Capital/Distribution Subfacility.

         1.02 OTHER INTERPRETIVE PROVISIONS.

         (a) The meanings of defined terms are equally applicable to the
singular and plural forms of the defined terms.

         (b) (i) The words "HEREIN" and "HEREUNDER" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

                  (ii) Unless otherwise specified herein, Article, Section,
         Exhibit and Schedule references are to this Agreement.

                  (iii) The term "INCLUDING" is by way of example and not
         limitation.

                  (iv) The term "DOCUMENTS" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced.

         (c) In the computation of periods of time from a specified date to a
later specified date, the word "FROM" means "FROM AND INCLUDING;" the words "TO"
and "UNTIL" each mean "TO BUT EXCLUDING;" and the word "through" means "TO AND
INCLUDING."

         (d) Section headings herein and the other Loan Documents are included
for convenience of reference only and shall not affect the interpretation of
this Agreement or any other Loan Document.



                                       18
<PAGE>   24

         1.03 ACCOUNTING TERMS. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all
financial data required to be submitted pursuant to this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing
the Audited Financial Statements, except as otherwise specifically prescribed
herein.

         1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

         1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                  ARTICLE II.
                         THE COMMITMENTS AND BORROWINGS

         2.01 REVOLVER FACILITY. (a) Each Revolver Lender severally, but not
jointly, agrees to lend to Borrower such Revolver Lender's Pro Rata Share of one
or more Borrowings under (i) the Acquisition Subfacility (further described in
SECTION 2.01(b) below) not to exceed such Lender's Committed Sum under the
Acquisition Subfacility, and (ii) the Working Capital/Distribution Subfacility
(further described in SECTION 2.01(c) below) not to exceed such Lender's
Committed Sum under the Working Capital/Distribution Subfacility. Such
Borrowings may be repaid and reborrowed from time to time in accordance with the
terms and provisions of the Loan Documents; provided that, each such Borrowing
must occur on a Business Day and no later than the Business Day immediately
preceding the Revolver Maturity Date.

         (b) Loans under the Acquisition Subfacility shall be available to
Borrower for the purposes set forth in SECTION 6.12(b). After giving effect to
any Borrowing under the Acquisition Subfacility, the Acquisition Subfacility
Principal Debt shall not exceed the Acquisition Subfacility Commitment then in
effect.

         (c) Loans under the Working Capital/Distribution Subfacility shall be
available to Borrower for the purposes set forth in SECTION 6.12(c); provided,
however, Borrowings under the Working Capital/Distribution Subfacility will be
available to fund Quarterly Distributions only if, at the time of such Borrowing
and after giving effect thereto, there is at least $9,000,000.00 of the Working
Capital/Distribution Subfacility Commitment undrawn and available for working
capital purposes. After giving effect to any Borrowing under the Working
Capital/Distribution Subfacility, the Working Capital/Distribution Subfacility
Principal Debt shall not exceed the Working Capital/Distribution Subfacility
Commitment then in effect.

         2.02 TERM LOAN FACILITY. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Documents, each Term
Loan Lender severally, but not jointly, agrees to lend to Borrower in a single
disbursement on the Conditions Effective Date such



                                       19
<PAGE>   25

Lender's Pro Rata Share of the Term Loan Commitment. If all or a portion of the
Term Loan Principal Debt is paid or prepaid, then the amount so paid or prepaid
may not be reborrowed. Any portion of the Term Loan Commitment that remains
undisbursed after the initial disbursement under the Term Loan Facility shall be
reduced to zero and cancelled on the date of such initial disbursement.

         2.03 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

         (a) Each Borrowing, each conversion of Loans from one Type to the
other, and each continuation of Loans as the same Type shall be made upon the
Borrower's irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m., New York time, (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans, (ii) one Business Day prior to the conversion of Eurodollar Rate
Loans to Base Rate Loans, and (iii) on the requested date of any Borrowing of
Base Rate Loans. Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Borrowing Notice,
appropriately completed and signed by an Authorized Officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $500,000 in excess
thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Borrowing Notice (whether telephonic or written) shall specify (i) whether
the Borrowing, conversion or continuation (as applicable) is under the Term Loan
Facility or the Revolver Facility, and if it is under the Revolver Facility,
whether it is under the Acquisition Subfacility or the Working
Capital/Distribution Subfacility, (ii) whether the Borrower is requesting a
Borrowing, a conversion of Loans from one Type to the other, or a continuation
of Loans as the same Type, (iii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iv) the
principal amount of Loans to be borrowed, converted or continued, (v) the Type
of Loans to be borrowed or to which existing Loans are to be converted, and (vi)
if applicable, the duration of the Interest Period with respect thereto. If the
Borrower fails to specify a Type of Loan in a Borrowing Notice or if the
Borrower fails to give a timely notice requesting a conversion or continuation,
then the applicable Loans shall be made or continued as, or converted to, Base
Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective
as of the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Borrowing
Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

         (b) Following receipt of a Borrowing Notice, the Administrative Agent
shall promptly notify each Lender of its Pro Rata Share of the applicable Loans,
and if no timely notice of a conversion or continuation is provided by the
Borrower, the Administrative Agent shall notify each Lender of the details of
any automatic conversion to Base Rate Loans described in the preceding
subsection. In the case of a Borrowing, each Lender shall make the amount of its
Loan available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 1:00 p.m., New York time, on the
Business Day specified in the applicable Borrowing Notice. Upon satisfaction of
the applicable conditions set forth in SECTION 4.02 (and, if such Borrowing is
the initial Borrowing, SECTION 4.01), the Administrative Agent shall make all
funds so received available to the Borrower in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire transfer of
such funds, in each case in accordance with instructions provided to the
Administrative Agent by the Borrower.

         (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence



                                       20
<PAGE>   26

of a Default or Event of Default, no Loans may be requested as, converted to or
continued as Eurodollar Rate Loans without the consent of the Required Lenders,
and the Required Lenders may demand that any or all of the then outstanding
Eurodollar Rate Loans be converted immediately to Base Rate Loans.

         (d) The Administrative Agent shall promptly notify the Borrower and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.

         (e) After giving effect to all Borrowings, all conversions of Loans
from one Type to the other, and all continuations of Loans as the same Type,
there shall not be more than ten (10) Interest Periods in effect at any given
time with respect to Loans.

         2.04 PREPAYMENTS.

         (a) Optional Prepayments. The Borrower may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay in
whole or in part the Acquisition Subfacility Principal Debt, the Working
Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal
Debt without premium or penalty; provided that (i) such notice must be received
by the Administrative Agent not later than 11:00 a.m., New York time, (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B)
on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $500,000 or a whole multiple of
$500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof. Each such notice shall specify the date and amount of such prepayment,
the Facility (or, as the case may be, Subfacility) being prepaid and the Type(s)
of Loans to be prepaid. The Administrative Agent will promptly notify each
Lender of its receipt of each such notice, and of such Lender's Pro Rata Share
of such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to SECTION 3.05. Each such prepayment
shall be applied to the Loans of the Lenders in accordance with their respective
Pro Rata Shares.

         Unless a Default or Event of Default has occurred and is continuing or
would arise as a result thereof any payment or prepayment of the Revolver
Principal Debt may be reborrowed by Borrower, subject to the terms and
conditions hereof.

         (b) Mandatory Prepayments from Net Cash Proceeds. Until such time as
the Outstanding Amount has been repaid in full and the Revolver Commitment
terminated in full, the Outstanding Amount (and, as applicable, the Revolver
Commitment) shall be permanently prepaid (or reduced, as the case may be), in
the amounts and upon the occurrence of any of the following events:

                  (i) Debt Issuance. If, at the time of any Debt Issuance by a
         Company, Outstanding Indebtedness exceeds $30,000,000, then
         concurrently with such Debt Issuance, the Loans shall be prepaid (and
         the Revolver Commitment reduced to the extent required by this SECTION
         2.04(b)) by the Required Amount as defined in this SECTION 2.04(b)(i).
         As used in this Section: (A) "Outstanding Indebtedness" as of any date
         means the aggregate principal amount of outstanding Indebtedness plus
         the Attributable Principal of all Synthetic Leases of the Borrower and
         its Subsidiaries (including the Indebtedness being issued, incurred or
         assumed on such date but excluding Permitted Affiliate Subordinated
         Debt and excluding Indebtedness under the Loan



                                       21
<PAGE>   27

         Documents), and (B) "Required Amount" means the amount by which the
         Outstanding Indebtedness exceeds $30,000,000.

                  (ii) Significant Sales. If any portion of the Net Cash
         Proceeds realized by a Company from any Significant Sale (including any
         deferred purchase price therefor and any Net Cash Proceeds of any asset
         disposition which constitutes a Significant Sale) has not been
         reinvested in assets used in the Present and Related Businesses of a
         Company within ninety (90) days from the receipt by such Company of
         such Net Cash Proceeds (including receipt of any deferred payments for
         any such Significant Sale or portion thereof, if and when received),
         then on the day following the ninetieth day after receipt of such Net
         Cash Proceeds, the Outstanding Amount shall be prepaid (and the
         Revolver Commitment reduced to the extent required in this SECTION
         2.04(b)), in the order and manner specified in the following paragraph,
         by an amount equal to 100% of all such Net Cash Proceeds not so
         reinvested.

         The commitment reductions or prepayments provided for under SECTIONS
2.04(b)(i) and (II) are in addition to the payments provided for in SECTION
6.13. The prepayments and commitment reductions under SECTIONS 2.04(B)(I) and
(II) shall be applied as follows, unless a Default or Event of Default has
occurred and is continuing or would arise as a result thereof (whereupon the
provisions of SECTION 2.13(b) shall apply): (A) first, as a prepayment of the
Term Loan Principal Debt until paid in full, and (B) second, as a mandatory
permanent reduction of the Revolver Commitment and a mandatory prepayment of the
Revolver Principal Debt, provided, however, the allocation of commitment
reductions or prepayments between the Subfacilities shall be determined (i) if
no Default or Event of Default has occurred and is continuing, in the order and
manner that the Borrower specifies, or (ii) if the Borrower fails to so specify
or if a Default or Event of Default has occurred and is continuing, in the order
and manner that the Revolver Required Lenders deem appropriate. All mandatory
prepayments of the Term Loan Principal Debt shall be allocated Pro Rata to each
Term Loan Lender. All mandatory prepayments of the Revolver Facility shall be
allocated Pro Rata to each Revolver Lender. All mandatory prepayments of the
Revolver Facility made pursuant to this SECTION 2.04(b) shall permanently reduce
the Revolver Commitment.

         (c) Clean-Down Period. The Borrower shall make such repayments of the
Working Capital/Distribution Subfacility Principal Debt as are required by
SECTION 6.13.

         (d) Revolver Facility Mandatory Payments/Reductions. On any date of
determination (i) if the Acquisition Subfacility Principal Debt exceeds the
Acquisition Subfacility Commitment then in effect (including as a result of any
Revolver Commitment reduction pursuant to SECTION 2.04(b)), then the Borrower
shall make a mandatory prepayment of the Acquisition Subfacility Principal Debt
in at least the amount of such excess, and (ii) if the Working
Capital/Distribution Subfacility Principal Debt exceeds the Working
Capital/Distribution Subfacility Commitment then in effect (including as a
result of any Revolver Commitment reduction pursuant to SECTION 2.04(b)), then
the Borrower shall make a mandatory prepayment of the Working
Capital/Distribution Subfacility Principal Debt in at least the amount of such
excess. All mandatory prepayments under the Revolver Facility or Revolver
Commitment reductions hereunder shall be allocated among the Revolver Lenders in
accordance with their respective Pro Rata Share under the Revolver Facility.

         (e) Mandatory Prepayments: Interest/Consequential Loss. All prepayments
under this SECTION 2.04 shall be made together with accrued interest to the date
of such prepayment on the principal amount prepaid and any amounts due under
SECTION 3.05.




                                       22
<PAGE>   28

         2.05 REDUCTION OR TERMINATION OF COMMITMENTS. The Borrower may, upon
notice to the Administrative Agent, terminate the Aggregate Commitments, or
(prior to the Initial Funding Date) permanently reduce the Term Loan Commitment,
or permanently reduce the Revolver Commitment to an amount not less than the
then existing Revolver Principal Debt; provided that (i) any such notice shall
be received by the Administrative Agent not later than 11:00 a.m., five Business
Days prior to the date of termination or reduction, and (ii) any such partial
reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of
$1,000,000 in excess thereof. The Administrative Agent shall promptly notify the
Lenders of any such notice of reduction or termination. Once reduced in
accordance with this Section, the Commitments may not be increased. Any
reduction of the Revolver Commitment shall be applied to the Commitment of each
Revolver Lender according to its Pro Rata Share, and any reduction of the Term
Loan Commitment shall be applied to the Commitment of each Term Loan Lender
according to its Pro Rata Share. All commitment fees on the portion of the
Commitment so terminated which have accrued to the effective date of any
termination of Commitments shall be paid on the effective date of such
termination.

         2.06 REPAYMENT OF LOANS. The Borrower shall repay to the Revolver
Lenders on the Revolver Maturity Date the Revolver Principal Debt and the
Borrower shall repay to the Term Loan Lenders on the Term Loan Maturity Date the
Term Loan Principal Debt.

         2.07 INTEREST.

         (a) Subject to the provisions of subsection (b) below, (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate and (ii) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.

         (b) While any Event of Default exists or after acceleration, (i) the
Borrower shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law, and (ii) accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

         (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

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




                                       23
<PAGE>   29

         2.08 FEES.

         (a) Commitment Fee. For the period commencing on the Closing Date and
ending on the earlier of (i) the date of the initial Borrowing under the Term
Loan Facility or (ii) termination of the Term Loan Commitment, the Borrower
shall pay to the Administrative Agent for the account of each Term Loan Lender
in accordance with its Pro Rata Share, a commitment fee equal to the Applicable
Rate times the Term Loan Commitment. For the period commencing on the Closing
Date and ending on the Revolver Maturity Date, the Borrower shall pay to the
Administrative Agent for the account of each Revolver Lender in accordance with
its Pro Rata Share, a commitment fee equal to the Applicable Rate times the
actual daily amount by which the aggregate Revolver Commitment exceeds the
Revolver Principal Debt. The commitment fee shall accrue at all times from the
Closing Date, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the
first such date to occur after the Closing Date, and on the Maturity Date. The
commitment fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall
be computed and multiplied by the Applicable Rate separately for each period
during such quarter that such Applicable Rate was in effect. The commitment fee
shall accrue at all times, including at any time during which one or more of the
conditions in ARTICLE IV is not met.

         (b) Arrangement and Agency Fees. The Borrower shall pay an arrangement
fee to the Arrangers for the Arrangers' own account, and shall pay an agency fee
to the Administrative Agent for the Administrative Agent's own account, in the
amounts and at the times specified in the letter agreement, dated January 5,
2001 (the "AGENT/ARRANGER FEE LETTER"), between the Borrower, the Arrangers and
the Administrative Agent. Such fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.

         (c) Lenders' Upfront Fee. On the Initial Funding Date, the Borrower
shall pay to the Administrative Agent, for the account of the Lenders in
accordance with their respective Pro Rata Shares, an upfront fee in the agreed
amount in accordance with the Agent/Arranger Fee Letter. Such upfront fees are
for the credit facilities by the Lenders under this Agreement and are fully
earned on the date paid. The upfront fee paid to each Lender is solely for its
own account and is nonrefundable for any reason whatsoever.

         2.09 COMPUTATION OF INTEREST AND FEES. Computation of interest on Base
Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the
case may be, and the actual number of days elapsed. Computation of all other
types of interest and all fees shall be calculated on the basis of a year of 360
days and the actual number of days elapsed, which results in a higher yield to
the payee thereof than a method based on a year of 365 or 366 days. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which
it is made shall bear interest for one day.

         2.10 EVIDENCE OF DEBT. The Loans made by each Lender shall be evidenced
by one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Loans made by the Lenders to the
Borrower and the interest and payments thereon. Any failure so to record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the Loans. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and



                                       24
<PAGE>   30

records of such Lender shall control. Upon the request of any Lender made
through the Administrative Agent, such Lender's Loans may be evidenced by one or
more of the following Notes (as the case may be): (i) a Revolver Note (with
respect to the Revolver Principal Debt), and (ii) a Term Note (with respect to
the Term Loan Principal Debt). Each Lender may attach schedules to its Note(s)
and endorse thereon the date, Type (if applicable), amount and maturity of the
applicable Loans and payments with respect thereto.

         2.11 PAYMENTS GENERALLY.

         (a) All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 12:00 noon, New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

         (b) Subject to the definition of "Interest Period," if any payment to
be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of
time shall be reflected in computing interest or fees, as the case may be.

         (c) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, interest and
fees then due hereunder, such funds shall be applied (i) first, toward costs and
expenses (including Attorney Costs and amounts payable under ARTICLE III)
incurred by the Administrative Agent and each Lender, (ii) second, toward
repayment of interest and fees then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of interest and fees then due to
such parties, and (iii) third, toward repayment of principal then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of
principal then due to such parties.

         (d) Unless the Borrower or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrower or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

                  (i) if the Borrower failed to make such payment, each Lender
         shall forthwith on demand repay to the Administrative Agent the portion
         of such assumed payment that was made available to such Lender in
         immediately available funds, together with interest thereon in respect
         of each day from and including the date such amount was made available
         by the Administrative Agent to such Lender to the date such amount is
         repaid to the Administrative Agent in immediately available funds, at
         the Federal Funds Rate from time to time in effect; and




                                       25
<PAGE>   31

                  (ii) if any Lender failed to make such payment, such Lender
         shall forthwith on demand pay to the Administrative Agent the amount
         thereof in immediately available funds, together with interest thereon
         for the period from the date such amount was made available by the
         Administrative Agent to the Borrower to the date such amount is
         recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect. If such Lender pays such amount to the Administrative Agent,
         then such amount shall constitute such Lender's Loan, included in the
         applicable Borrowing. If such Lender does not pay such amount forthwith
         upon the Administrative Agent's demand therefor, the Administrative
         Agent may make a demand therefor upon the Borrower, and the Borrower
         shall pay such amount to the Administrative Agent, together with
         interest thereon for the Compensation Period at a rate per annum equal
         to the rate of interest applicable to the applicable Borrowing. Nothing
         herein shall be deemed to relieve any Lender from its obligation to
         fulfill its Commitment or to prejudice any rights which the
         Administrative Agent or the Borrower may have against any Lender as a
         result of any default by such Lender hereunder.

         A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

         (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this ARTICLE II, and the conditions to the applicable Borrowing set forth in
ARTICLE IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

         (f) The obligations of the Lenders hereunder to make Loans are several
and not joint. The failure of any Lender to make any Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan or purchase its participation.

         (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

         2.12 SHARING OF PAYMENTS. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it,
any payment (whether voluntary, involuntary, through the exercise of any right
of set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder) thereof, such Lender shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Lenders such
participations in the Loans made by them, as shall be necessary to cause such
purchasing Lender to share the excess payment in respect of such Loan or such
participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender, such purchase shall to that extent be
rescinded and each other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off, but subject to SECTION 10.09) with respect to
such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation. The Administrative Agent will keep
records (which shall be conclusive and binding in the absence of



                                       26
<PAGE>   32

manifest error) of participations purchased under this Section and will in each
case notify the Lenders following any such purchases or repayments. Each Lender
that purchases a participation pursuant to this Section shall from and after
such purchase have the right to give all notices, requests, demands, directions
and other communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations purchased.

         2.13 ORDER OF APPLICATION.

         (a) No Default. If no Default or Event of Default exists and if no
order of application is otherwise specified in the Loan Documents, payments and
prepayments of the Obligations shall be applied first to fees, second to accrued
interest then due and payable on the Outstanding Amount, and then to the
remaining Obligations in the order and manner as Borrower may direct.

         (b) Default. If a Default or Event of Default exists (or if Borrower
fails to give directions as permitted under SECTION 2.13(a)), any payment or
prepayment (including proceeds from the exercise of any Rights) shall be applied
to the Obligations in the following order: (i) to the payment of enforcement
expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to
the ratable payment of all other fees, expenses, and indemnities for which the
Administrative Agent or Lenders have not been paid or reimbursed in accordance
with the Loan Documents (as used in this SECTION 2.13(b)(II), a "RATABLE
PAYMENT" for any Lender or the Administrative Agent shall be, on any date of
determination, that proportion which the portion of the total fees, expenses,
and indemnities owed to such Lender or the Administrative Agent bears to the
total aggregate fees and indemnities owed to all Lenders and the Administrative
Agent on such date of determination); (iii) to the ratable payment of accrued
and unpaid interest on the Outstanding Amount (as used in this SECTION
2.13(b)(III), "RATABLE PAYMENT" means, for any Lender, on any date of
determination, that proportion which the accrued and unpaid interest on the
Outstanding Amount owed to such Lender bears to the total accrued and unpaid
interest on the Outstanding Amount owed to all Lenders); (iv) to the ratable
payment of the Outstanding Amount (as used in this SECTION 2.13(b)(IV), "RATABLE
PAYMENT" means for any Lender, on any date of determination, that proportion
which the Outstanding Amount owed to such Lender bears to the Outstanding Amount
owed to all Lenders); and (v) to the payment of the remaining Obligations, if
any, in the order and manner Required Lenders deem appropriate.

         Subject to the provisions of ARTICLE IX and provided that
Administrative Agent shall not in any event be bound to inquire into or to
determine the validity, scope, or priority of any interest or entitlement of any
Lender and may suspend all payments or seek appropriate relief (including,
without limitation, instructions from Required Lenders or an action in the
nature of interpleader) in the event of any doubt or dispute as to any
apportionment or distribution contemplated hereby, Administrative Agent shall
promptly distribute such amounts to each Lender in accordance with the Agreement
and the related Loan Documents.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

         3.01 TAXES.

         (a) Any and all payments by the Borrower to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent



                                       27
<PAGE>   33

and each Lender, taxes imposed on or measured by its net income, and franchise
taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the Laws of which the Administrative Agent
or such Lender, as the case may be, is organized or maintains its Lending Office
(all such non-excluded taxes, duties, levies, imposts, deductions, assessments,
fees, withholdings or similar charges, and liabilities being hereinafter
referred to as "TAXES"). If the Borrower shall be required by any Laws to deduct
any Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), each of the
Administrative Agent and such Lender receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions, (iii) the Borrower shall pay the full amount deducted to
the relevant taxation authority or other authority in accordance with applicable
Laws, and (iv) within 30 days after the date of such payment, the Borrower shall
furnish to the Administrative Agent (which shall forward the same to such
Lender) the original or a certified copy of a receipt evidencing payment
thereof.

         (b) In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property taxes
or charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "OTHER TAXES").

         (c) If the Borrower shall be required to deduct or pay any Taxes or
Other Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrower shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

         (d) The Borrower agrees to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under SECTION 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payment under
this subsection (d) shall be made within 30 days after the date the Lender or
the Administrative Agent makes a demand therefor.

         3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrower shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for



                                       28
<PAGE>   34

such notice and will not, in the reasonable judgment of such Lender, otherwise
be materially disadvantageous to such Lender.

         3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent
determines in connection with any request for a Eurodollar Rate Loan or a
conversion to or continuation thereof that (a) Dollar deposits are not being
offered to banks in the applicable offshore Dollar market for the applicable
amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Rate for such
Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan
does not adequately and fairly reflect the cost to the Lenders of funding such
Eurodollar Rate Loan, the Administrative Agent will promptly notify the Borrower
and all Lenders. Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or,
failing that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

         3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

         (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans, or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which SECTION 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by SECTION 3.04(c) utilized, as to Eurodollar Rate
Loans, in the determination of the Eurodollar Rate), then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such increased cost or reduction. No Lender shall have the right
to recover such additional amounts for any period more than 90 days prior to the
date such Lender notified the Borrower thereof.

         (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction. No Lender shall have the right to recover such
additional amounts for any period more than 90 days prior to the date such
Lender notified the Borrower thereof.

         (c) The Borrower shall pay to each Lender, as long as such Lender shall
be required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional costs on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is



                                       29
<PAGE>   35

payable on such Loan, provided the Borrower shall have received at least 15
days' prior notice (with a copy to the Administrative Agent) of such additional
interest from such Lender. If a Lender fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be due and
payable 15 days from receipt of such notice.

         3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

         (a) any continuation, conversion, payment or prepayment of any Loan
other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

         (b) any failure by the Borrower (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this SECTION 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the applicable offshore Dollar interbank market for a
comparable amount and for a comparable period, whether or not such Eurodollar
Rate Loan was in fact so funded.

         3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate
of the Administrative Agent or any Lender claiming compensation under this
ARTICLE III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

         3.07 SURVIVAL. All of the Borrower's obligations under this ARTICLE III
shall survive termination of the Commitments and payment in full of all the
other Obligations.

                                  ARTICLE IV.
                       CONDITIONS PRECEDENT TO BORROWINGS

         4.01 CONDITIONS OF INITIAL BORROWING. The obligation of each Lender to
make its initial Loan hereunder is subject to satisfaction of the following
conditions precedent:

         (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) and unless
otherwise specified, each properly executed by an Authorized Officer of the
signing Loan Party, each dated the Conditions Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Conditions
Effective Date) and each in form and substance reasonably satisfactory to the
Administrative Agent and its legal counsel:

                  (i) executed counterparts of this Agreement and the Guaranty;

                  (ii) Term Notes and/or Revolver Notes (as applicable) executed
         by the Borrower in favor of each Lender requesting such Notes, each in
         a principal amount equal to such Lender's Committed Sum;




                                       30
<PAGE>   36

                  (iii) such certificates of resolutions or other action,
         incumbency certificates and/or other certificates of officers of each
         Loan Party as the Administrative Agent may require to establish the
         identities of and verify the authority and capacity of each officer
         thereof authorized to act in connection with this Agreement and the
         other Loan Documents to which such Loan Party is a party;

                  (iv) such evidence as the Administrative Agent may reasonably
         require to verify that each Loan Party is duly organized or formed,
         validly existing, in good standing and qualified to engage in business
         in the jurisdiction of its organization and in each other jurisdiction
         in which it is required to be qualified to engage in business, except
         where such failure would not have a Material Adverse Effect;

                  (v) a certificate signed by an officer of the Borrower
         certifying (A) that the MLP Offering Closing has occurred and that the
         gross proceeds of the sale of limited partnership units (other than
         proceeds paid by TWC and its Affiliates) are not less than $70,000,000,
         (B) that the representations and warranties contained in ARTICLE V are
         true and correct in all respects on and as of such date, (C) no Default
         or Event of Default has occurred and is continuing as of such date, (D)
         since December 31, 1999 there has occurred no material adverse change
         in the business, assets, liabilities (actual or contingent),
         operations, condition (financial or otherwise) or prospects of the
         Borrower, any Guarantor or any of the businesses, assets or liabilities
         acquired or assumed or being acquired or assumed by the Borrower or any
         of its Subsidiaries, (E) the Borrower owns the assets and businesses
         reflected on the Initial Funding Date Financial Statements, including
         without limitation the Financed Assets, free and clear of all Liens
         other than Permitted Liens, and (F) no action, suit, investigation or
         proceeding is pending or threatened in any court or before any
         arbitrator or governmental authority by or against the Borrower, any
         Guarantor or any of the Borrower's partners or any of their respective
         properties, that (x) could reasonably be expected to materially and
         adversely affect the Borrower or any Guarantor, or (y) purports to
         affect or pertain to any transaction contemplated hereby or the ability
         of the Borrower or any Guarantor to perform its obligations under the
         Loan Documents;

                  (vi) opinions from (i) Vinson & Elkins, L.L.P., counsel to
         each Loan Party, substantially in the form of EXHIBIT F-1 hereto, and
         (ii) William G. Von Glahn, counsel to each Loan Party, substantially in
         the form of EXHIBIT F-2 hereto;

                  (vii) receipt of the following: (A) unaudited pro forma
         opening balance sheet for each of the MLP and the General Partner; (B)
         an estimated pro forma opening balance sheet of the Borrower; (C)
         combined audited balance sheets of Williams Energy Partners L.P. (a
         subsidiary of The Williams Companies, Inc.) as of December 31, 1998 and
         1999 and audited income statements and statements of cash flows for
         each of the three years in the period ended December 31, 1999; and (D)
         combined audited balance sheets of Marine Terminals Predecessor (as
         that term is used in the MLP Registration Statement) as of December 31,
         1998 and July 31, 1999 and audited income statements and statements of
         cash flows for Marine Terminals Predecessor for each of the two years
         in the period ended December 31, 1998 and the seven months ended July
         31, 1999;

                  (viii) copies of the following, in each case in form and
         substance reasonably satisfactory to the Required Lenders: (A) the
         Products Terminalling Agreement between Terminals Holding, LLC and
         Williams Energy Marketing & Trading Company; (B) the Omnibus Agreement;
         (C) the Contribution Agreement; and (D) the Ammonia Pipeline/Terminal
         Operating Agreement;




                                       31
<PAGE>   37

                  (ix) a letter from CT Corporation System, Inc., to accept
         service of process in the State of New York on behalf of the Borrower
         and each Guarantor; and

                  (x) such other assurances, certificates, documents, consents
         or opinions as the Administrative Agent or the Required Lenders
         reasonably may require.

         (b) Any fees required to be paid on or before the Conditions Effective
Date shall have been paid.

         (c) The Borrower shall have paid Attorney Costs of the Administrative
Agent to the extent invoiced prior to or on the Conditions Effective Date.

         4.01A DEADLINE FOR INITIAL FUNDING DATE. If for any reason the Initial
Funding Date has not occurred on or before the 60th day after the Closing Date,
then, unless otherwise agreed by all Lenders, the commitments of the Lenders to
make Loans shall terminate on and as of such date.

         4.02 CONDITIONS TO ALL LOANS. The obligation of each Lender to honor
any Borrowing Notice (other than a Borrowing Notice requesting only a conversion
of Loans to the other Type, or a continuation of Loans as the same Type) is
subject to the following conditions precedent:

         (a) The representations and warranties of the Borrower contained in
ARTICLE V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct on and as of the date of such
Borrowing, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date.

         (b) No Default or Event of Default shall exist or would result from
such proposed Borrowing.

         (c) The Administrative Agent shall have received a Borrowing Notice in
accordance with the requirements hereof.

         (d) The Administrative Agent shall have received, in form and substance
reasonably satisfactory to it, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Required
Lenders reasonably may require.

         Each Borrowing Notice (other than a Borrowing Notice requesting only a
conversion of Loans to the other Type or a continuation of Loans as the same
Type) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in SECTIONS 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Borrowing.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Administrative Agent and
the Lenders that:

         5.01 EXISTENCE; QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. As of
the Initial Funding Date, the General Partner shall be the sole general partner
of the Borrower, and all of the limited partnership interests in the Borrower
shall be owned by the MLP and the General Partner. The General



                                       32
<PAGE>   38

Partner and each Loan Party (a) is a corporation, partnership or limited
liability company duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all governmental
licenses, authorizations, consents and approvals to own its assets, carry on its
business and to execute, deliver, and perform its obligations under the Loan
Documents to which it is a party, (c) is duly qualified and is licensed and in
good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws, except in each
case referred to in clause (c) or this clause (d), to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect.

         5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or (c) violate any Law.

         5.03 GOVERNMENTAL AUTHORIZATION. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the
execution, delivery or performance by, or enforcement against, any Loan Party of
this Agreement or any other Loan Document.

         5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.

         5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

         (a) The Initial Funding Date Financial Statements were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein. The Initial Funding Date Pro Formas
and the Initial Funding Date Financial Statements (i) fairly present the
financial condition of the entities therein named and their respective
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(ii) show all material indebtedness and other liabilities, direct or contingent,
of the entities therein named and their Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness in
accordance with GAAP consistently applied throughout the period covered thereby.

         (b) Since the dates of the Initial Funding Date Financial Statements,
there has been no event or circumstance that has or could reasonably be expected
to have a Material Adverse Effect.

         5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrower after due and diligent
investigation, overtly threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against the Borrower or
any of its Subsidiaries or against any of their properties or revenues which (a)
purport to affect or pertain to this Agreement or any other Loan Document, or
any of the transactions contemplated hereby, or (b) if determined adversely,
could reasonably be expected to have a Material Adverse Effect.




                                       33
<PAGE>   39

         5.07 NO DEFAULT. There is no failure of any Material Agreement to be in
effect, and there is no default by the Borrower or any of its Subsidiaries under
any Material Agreement, if such failure to remain in effect, or such default,
could reasonably be expected to have a Material Adverse Effect.

         5.08 OWNERSHIP OF PROPERTY; LIENS. The Borrower and each Subsidiary has
good and marketable title in fee simple to, or valid leasehold interests in, all
real property necessary or used in the ordinary conduct of its business, except
for such defects in title as would not, individually or in the aggregate, have a
Material Adverse Effect. As of the Conditions Effective Date, the property of
the Borrower and its Subsidiaries is subject to no Liens, other than Permitted
Liens.

         5.09 ENVIRONMENTAL COMPLIANCE. The Borrower and its Subsidiaries
conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability under or
responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Borrower has
reasonably concluded that (a) any such claims would not, individually or in the
aggregate, have a Material Adverse Effect, (b) there is no environmental
condition or circumstance, such as the presence or Release of any Hazardous
Substance, on any property owned, operated or used by the Borrower or any of its
Subsidiaries that could reasonably be expected to have a Material Adverse
Effect, and (c) there is no violation of or by the Borrower or any of its
Subsidiaries of any Environmental Law, except for such violations as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         5.10 INSURANCE. As of the Initial Funding Date, the properties of the
Borrower and its Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of the Borrower, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where
the Borrower or its Subsidiaries operate.

         5.11 TAXES. The Borrower and its Subsidiaries have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment against
the Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.

         5.12 ERISA COMPLIANCE.

         (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other Federal or state Laws except
to the extent that noncompliance could not reasonably be expected to have a
Material Adverse Effect. Each Plan that is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS or
an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Borrower, nothing has occurred
which would prevent, or cause the loss of, such qualification. The Borrower and
each ERISA Affiliate have made all required contributions to each Plan subject
to Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code has
been made with respect to any Plan.

         (b) There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. Neither the Borrower nor any ERISA


                                       34
<PAGE>   40

Affiliate has engaged in or knowingly permitted to occur and, to the Borrower's
knowledge, no other party has engaged in or permitted to occur any prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan that has resulted or could be reasonably expected to result in a
Material Adverse Effect.

         (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability that (when aggregated
with any other Unfunded Pension Liability) has resulted or could reasonably be
expected to result in a Material Adverse Effect; (iii) neither the Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA) which could reasonably be
expected to result in a Material Adverse Effect; (iv) neither the Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan which could reasonably be expected to
result in a Material Adverse Effect; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

         5.13 SUBSIDIARIES. As of the Closing Date the Borrower has no
Subsidiaries. As of the Initial Funding Date the Borrower will have no
Subsidiaries other than those specifically disclosed in SCHEDULE 5.13.

         5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT; USE OF PROCEEDS.

         (a) The Borrower is not engaged and will not engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board), or
extending credit for the purpose of purchasing or carrying margin stock. Margin
Stock constitutes less than 25% of those assets of the Loan Parties which are
subject to any limitation on a sale, pledge, or other restrictions hereunder.

         (b) None of the Borrower, any Person controlling the Borrower, or any
Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding
company," or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an "investment
company" under the Investment Company Act of 1940.

         (c) The Borrower will use all proceeds of Borrowings in the manner set
forth in SECTION 6.12.

         5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

         5.16 LABOR MATTERS. To the Borrower's knowledge, there are no actual or
threatened strikes, labor disputes, slowdowns, walkouts, or other concerted
interruptions of operations by the employees of the Borrower or any of its
Subsidiaries that could reasonably be expected to have a Material Adverse
Effect. Hours worked by and payment made to employees of the Borrower or any of
its Subsidiaries have not been in violation of the Fair Labor Standards Act of
1938 or any other applicable Law dealing



                                       35
<PAGE>   41

with such matters, other than any such violations, individually or collectively,
which could not reasonably be expected to have a Material Adverse Effect. All
payments due from the Borrower or any of its Subsidiaries on account of employee
health and welfare insurance have been paid or accrued as a liability on its
books, other than any such nonpayments which could not, individually or
collectively, reasonably be expected to have a Material Adverse Effect.

         5.17 COMPLIANCE WITH LAWS. Neither the Borrower nor any of its
Subsidiaries are in violation of any Laws, other than such violations which
could not, individually or collectively, reasonably be expected to have a
Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has
received notice alleging any noncompliance with any Laws, except for such
noncompliance which no longer exists, or which non-compliance could not
reasonably be expected to have a Material Adverse Effect.

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, the Borrower shall, and
shall (except in the case of the covenants set forth in SECTIONS 6.01, 6.02,
6.03 and 6.12) cause each Subsidiary to:

         6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

         (a) within 45 days of the date of the MLP Offering Closing, an
unaudited balance sheet of the Borrower as of such date, in reasonable detail
and certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition of the Borrower; and

         (b) as soon as available, but in any event within 105 days after the
end of each fiscal year of the Borrower, a balance sheet of the Borrower as at
the end of such fiscal year, and the related statements of income and cash flows
for such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all in reasonable detail, and certified by a
Responsible Officer of the Borrower as fairly presenting the financial
condition, results of operations and cash flows of the Borrower in accordance
with GAAP; and

         (c) as soon as available, but in any event within 60 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower,
a balance sheet of the Borrower as at the end of such fiscal quarter, and the
related statements of income and cash flows for such fiscal quarter and for the
portion of the Borrower's fiscal year then ended, setting forth in each case in
comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail and certified by a Responsible Officer of the Borrower
as fairly presenting the financial condition, results of operations and cash
flows of the Borrower in accordance with GAAP; and

         (d) as soon as available, but in any event within 105 days after the
end of each fiscal year of the MLP, balance sheets of the MLP as at the end of
such fiscal year, and the related statements of income and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, audited and accompanied by a
report and opinion of Ernst & Young LLP or other independent certified public
accountant of nationally recognized standing reasonably acceptable to the
Required Lenders, which report and opinion shall be prepared in accordance



                                       36
<PAGE>   42

with GAAP and shall not be subject to any qualifications or exceptions as to the
scope of the audit nor to any qualifications and exceptions not reasonably
acceptable to the Required Lenders; provided, that, if any financial statement
referred to in this clause (d) is readily available on-line through EDGAR, the
Borrower shall not be obligated to furnish copies of such financial statement;
and

         (e) as soon as available, but in any event within 60 days after the end
of each of the first three fiscal quarters of each fiscal year of the MLP, a
balance sheet of the MLP as at the end of such fiscal quarter, and the related
statements of income and cash flows for such fiscal quarter and for the portion
of the MLP's fiscal year then ended, setting forth in each case in comparative
form the figures for the corresponding fiscal quarter of the previous fiscal
year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of the MLP as fairly
presenting the financial condition, results of operations and cash flows of the
MLP in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes.

         6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative
Agent and each Lender, in form and detail satisfactory to the Administrative
Agent and the Required Lenders:

         (a) concurrently with the delivery of the financial statements referred
to in SECTIONS 6.01(b) and (c), a duly completed Compliance Certificate in form
of EXHIBIT C-1 signed by a Responsible Officer of the Borrower;

         (b) promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors or equivalent governing body (or the audit
committee thereof) of the Borrower or any of its Subsidiaries by independent
accountants in connection with the accounts or books of the Borrower or any of
its Subsidiaries, or any audit of any of them;

         (c) promptly after the same are available, copies of each annual
report, proxy or financial statement or other report or communication sent to
the equity owners of the MLP, and copies of all annual, regular, periodic and
special reports and registration statements which the MLP may file or be
required to file with the Securities and Exchange Commission under Section 13 or
15(d) of the Securities Exchange Act of 1934, and not otherwise required to be
delivered to the Administrative Agent pursuant hereto; provided, that, if such
report, proxy, financial statement or other report or communication is readily
available on-line through EDGAR, the Borrower shall not be obligated to furnish
copies thereof; and

         (d) promptly, such additional information regarding the business,
financial or corporate affairs of the Borrower or the MLP as the Administrative
Agent, at the request of any Lender, may from time to time reasonably request.

         6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

         (a) of the occurrence of any Default or Event of Default, as soon as
possible but in any event within ten days after the occurrence thereof;

         (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including any of the following events if
such has resulted or could reasonably be expected to result in a Material
Adverse Effect: (i) breach or non-performance of, or any default under, a
Contractual Obligation of the Borrower or any Subsidiary; (ii) any litigation,
investigation, proceeding or suspension between the Borrower or any Subsidiary
and any Governmental Authority;




                                       37
<PAGE>   43

         (c) of any litigation, investigation or proceeding affecting any
Referenced Person in which (i) the amount involved exceeds (individually or
collectively) $15,000,000, or (ii) injunctive relief or similar relief is
sought, which could be reasonably expected to have a Material Adverse Effect;
and

         (d) of any material change in accounting policies or financial
reporting practices by the Borrower or the MLP.

         Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to SECTION
6.03(a) shall describe with particularity any and all provisions of this
Agreement or other Loan Document that have been breached.

         6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings and adequate reserves in accordance with GAAP are being
maintained by the Borrower or such Subsidiary; and (b) all lawful claims which,
if unpaid, would by law become a Lien upon its property.

         6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain
in full force and effect its legal existence and good standing under the Laws of
the jurisdiction of its organization, except in a transaction permitted by
SECTION 7.04 and 7.05, (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except in a transaction permitted by SECTION
7.04 and 7.05, and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

         6.06 MAINTENANCE OF ASSETS AND BUSINESS (a) Maintain all material
licenses, permits, and franchises necessary for the normal business; (b) keep
all of its assets which are useful in and necessary to its business in good
working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; and (c) do all things
necessary to obtain, renew, extend, and continue in effect all Authorizations
which may at any time and from time to time be necessary for the Borrower and
its Subsidiaries to operate their businesses in compliance with applicable Law;
except where the failure to so maintain, renew, extend, or continue in effect
could not reasonably be expected to have a Material Adverse Effect.

         6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.

         6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws (including Environmental Laws) applicable to it or to
its business or property, except in such instances in which (i) such requirement
of Law is being contested in good faith or a bona fide dispute exists with
respect thereto; or (ii) the failure to comply therewith could not be reasonably
expected to have a Material Adverse Effect.




                                       38
<PAGE>   44

         6.09 BOOKS AND RECORDS.

         (a) Maintain proper books of record and account, in which full, true
and correct entries in conformity with GAAP consistently applied shall be made
of all financial transactions and matters involving the assets and business of
the Borrower or such Subsidiary, as the case may be; and (b) maintain such books
of record and account in material conformity with all applicable requirements of
any Governmental Authority having regulatory jurisdiction over the Borrower or
such Subsidiary, as the case may be.

         6.10 INSPECTION RIGHTS. Permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any
of its properties, to examine its corporate, financial and operating records,
and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice.

         6.11 COMPLIANCE WITH ERISA. Do, and cause each of its ERISA Affiliates
to do, each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state law; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code.

         6.12 USE OF PROCEEDS.

         (a) Use the proceeds of the Term Loan Facility to repay the Assumed
Debt; and

         (b) Use the proceeds of the Acquisition Subfacility as follows (i) to
finance acquisitions by the Borrower and its Subsidiaries of Persons or assets
subject to compliance with this Agreement, including SECTIONS 7.02 and 7.09,
(ii) for Capital Expenditures, and (iii) on the Initial Funding Date, the
Borrower may request a Borrowing in an amount not to exceed $100,000.00 to
partially repay the Assumed Debt; and

         (c) Use the proceeds of the Working Capital/Distribution Subfacility to
(i) fund working capital requirements of the Borrower and its Subsidiaries, (ii)
fund Quarterly Distributions to the extent permitted by SECTION 7.07(a)(ii) and
(iii) pay fees owed pursuant to this Agreement, provided, however, Borrowings
under the Working Capital/Distribution Subfacility shall be made to fund the
Quarterly Distributions only if, at the time of such Borrowing and after giving
effect thereto, there is at least $9,000,000.00 of the Working
Capital/Distribution Subfacility Commitment undrawn and available for working
capital purposes.

         6.13 CLEAN DOWN PERIOD. For a period of fifteen (15) consecutive days
during the twelve-month period beginning on the Initial Funding Date, and for a
period of fifteen (15) consecutive days during each twelve-month period
thereafter, there shall be no Loans outstanding under the Working
Capital/Distribution Subfacility.

         6.14 GUARANTIES. As an inducement to the Administrative Agent and
Lenders to enter into this Agreement, cause each Subsidiary to execute and
deliver to Administrative Agent a Guaranty

                                       39
<PAGE>   45

substantially in the form and upon the terms of EXHIBIT E, providing for the
guaranty of payment and performance of the Obligations. In addition, promptly
after the formation or acquisition of any new entity that is (or becomes) a
Subsidiary, cause such new entity to execute and deliver to Administrative Agent
a Guaranty substantially in the form and upon the terms of EXHIBIT E, providing
for the guaranty of payment and performance of the Obligations, together with
certified copies of such Subsidiary's Organization Documents and opinions of
counsel with respect to such Subsidiary and such Guaranty, in substantially the
forms of EXHIBIT F-1 and F-2 hereto.

         6.15 MATERIAL AGREEMENTS. Maintain the Material Agreements in effect,
except where failure to remain in effect could not reasonably be expected to
have a Material Adverse Effect.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, or any Loan
or other Obligations shall remain unpaid or unsatisfied, the Borrower shall not,
nor shall it permit any Subsidiary to, directly or indirectly:

         7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any
of its property, assets or revenues, whether now owned or hereafter acquired,
other than the following:

         (a) Liens pursuant to any Loan Document;

         (b) Liens for taxes not yet due or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP;

         (c) 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 30 days or which are being contested in good
faith and by appropriate proceedings, if adequate reserves with respect thereto
are maintained on the books of the applicable Person;

         (d) pledges or deposits in the ordinary course of business in
connection with workers' compensation, unemployment insurance and other social
security legislation, other than any Lien imposed by ERISA;

         (e) 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, in each case
incurred in the ordinary course of business;

         (f) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property 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 applicable Person;

         (g) judgment Liens not giving rise to an Event of Default; and

         (h) Liens securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost or purchase price of any asset and
renewals, extensions, amendments and modifications of such Indebtedness,
provided that such Indebtedness is permitted under SECTION 7.03(c); provided

                                       40
<PAGE>   46

further that (i) such Liens do not at any time encumber any property other than
the property financed by such Indebtedness, (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of
the property being acquired on the date of acquisition, and (iii) such Liens
attach to such asset concurrently with or within 180 days of the related asset
acquisition.

         7.02 INVESTMENTS. Make any Investments, except:

         (a) Investments held by the Borrower or such Subsidiary in the form of
cash equivalents;

         (b) Investments by the Borrower and Subsidiaries in the Borrower or any
Person that, prior to such Investment, is a Guarantor;

         (c) Trade accounts receivable which are for goods furnished or services
rendered in the ordinary course of business; and

         (d) Permitted Acquisitions.

         7.03 INDEBTEDNESS, SYNTHETIC LEASES AND SWAP OBLIGATIONS. Create,
incur, assume or suffer to exist any Indebtedness, Synthetic Leases or
obligations under Swap Contracts, except:

         (a) Indebtedness under the Loan Documents;

         (b) Obligations (contingent or otherwise) of the Borrower existing or
arising under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risk and not for purposes of speculation or
taking a "market view;" and (ii) such Swap Contract does not contain any
provision exonerating the non-defaulting party from its obligation to make
payments on outstanding transactions to the defaulting party;

         (c) Indebtedness in respect of purchase money obligations incurred or
assumed as described in SECTION 7.01(h); provided that the aggregate amount of
such Indebtedness at any one time outstanding shall not exceed $5,000,000;

         (d) Unsecured Indebtedness and Synthetic Leases in an aggregate
principal amount not to exceed $75,000,000 at any time outstanding, provided,
such Indebtedness and Synthetic Leases bear not more than a market rate of
interest and shall not require any Principal Payment earlier than six (6) months
after the Maturity Date; provided further, that at the time any such
Indebtedness or Synthetic Lease is incurred, (i) no Default or Event of Default
exists; and (ii) not later than the date that such Indebtedness or Synthetic
Lease is incurred, the Borrower delivers to the Administrative Agent a
Compliance Certificate in the form of EXHIBIT C-2 evidencing pro forma
compliance, as of the date of the incurrence of such Indebtedness or Synthetic
Lease and after giving effect thereto, with this SECTION 7.03 and SECTION 7.14;
and

         (e) Permitted Affiliate Subordinated Debt in an aggregate principal
amount not to exceed $50,000,000 outstanding at any time, provided that at the
time any such Indebtedness is incurred, (i) no Default or Event of Default
exists; and (ii) not later than the date that such Indebtedness is incurred, the
Borrower delivers to the Administrative Agent a Compliance Certificate in the
form of EXHIBIT C-2 evidencing pro forma compliance, as of the date of the
incurrence of such Indebtedness and after giving effect thereto, with this
SECTION 7.03 and SECTION 7.14.

                                       41
<PAGE>   47

         7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom:

         (a) mergers and consolidations constituting Permitted Acquisitions are
permitted, provided that in any merger or consolidation involving the Borrower,
the Borrower is the surviving entity;

         (b) any Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
Subsidiaries, provided that when any wholly-owned Subsidiary is merging with
another Subsidiary, the wholly-owned Subsidiary shall be the continuing or
surviving Person; and

         (c) any Subsidiary may sell all or substantially all of its assets
(upon voluntary liquidation or otherwise), to the Borrower or to another
Subsidiary; provided that if the seller in such a transaction is a wholly-owned
Subsidiary, then the purchaser must also be a wholly-owned Subsidiary.

         7.05 DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition, except:

         (a) Dispositions of inventory in the ordinary course of business;

         (b) Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business; and

         (c) Dispositions of property by any Subsidiary to the Borrower or to a
wholly-owned Subsidiary; and

         (d) If no Default or Event of Default then exists or arises as a result
thereof, Dispositions for fair market value for cash, provided that if a
prepayment is required by SECTION 2.04(b)(II), the Borrower shall make such
prepayment concurrently with such Disposition.

         7.06 LEASE OBLIGATIONS. Create or suffer to exist any obligations for
the payment of rent for any property under lease or agreement to lease, except:
(a) operating leases (other than those constituting Synthetic Lease Obligations)
entered into or assumed by the Borrower or any Subsidiary in the ordinary course
of business, and (b) Synthetic Lease Obligations to the extent permitted by
SECTION 7.03(d).

         7.07 RESTRICTED PAYMENTS; PAYMENTS OF PERMITTED AFFILIATE SUBORDINATED
DEBT. (a) Declare or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, except that:

                  (i) each Subsidiary may make Restricted Payments to the
         Borrower and to wholly-owned Subsidiaries;

                  (ii) the Borrower may make Quarterly Distributions; provided,
         that at the time of such distribution no Default or Event of Default
         exists or would result therefrom.

         (b) While any Default or Event of Default exists, the Borrower will not
make any payments of principal or interest on Permitted Affiliate Subordinated
Debt.

                                       42
<PAGE>   48

         7.08 ERISA. At any time engage in a transaction which could be subject
to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any
non-exempt "prohibited transaction" (as defined in Section 4975 of the Code);
(b) fail to comply with ERISA or any other applicable Laws; or (c) incur any
material "accumulated funding deficiency" (as defined in Section 302 of ERISA),
which, with respect to each event listed above, could be reasonably expected to
have a Material Adverse Effect.

         7.09 NATURE OF BUSINESS; CAPITAL EXPENDITURES. Engage in any line of
business other than Present and Related Businesses, or make any Capital
Expenditures except in connection with Present and Related Businesses.

         7.10 TRANSACTIONS WITH AFFILIATES. Enter into any transaction of any
kind with any Affiliate of the Borrower, other than arm's-length transactions
with Affiliates.

         7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation that
limits the ability (a) of any Subsidiary to make Restricted Payments to the
Borrower or to otherwise transfer property to the Borrower or (b) of the
Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on
property of such Person.

         7.12 USE OF PROCEEDS. Use the proceeds of any Loan for purposes other
than those permitted by SECTION 6.12, or use the proceeds of any Loan, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the Board)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

         7.13 OPERATING AGREEMENTS. Permit any amendment to any of Borrower's
Operating Agreements if such amendment could reasonably be expected to
materially adversely affect the Lenders.

         7.14 FINANCIAL COVENANTS.

         (a) INTEREST COVERAGE RATIO. Permit the Interest Coverage Ratio as of
the end of any fiscal quarter of the Borrower to be less than the ratio of 3.0
to 1.0.

         (b) LEVERAGE RATIO. Permit the Leverage Ratio as of the end of any
fiscal quarter of the Borrower to be greater than the ratio of 4.0 to 1.0.

         (c) PRO FORMA ADJUSTMENTS FOR ASSET ACQUISITIONS. For purposes of
determining compliance with this SECTION 7.14 (but not for the purpose of
calculating the Leverage Ratio used in the determination of the Applicable
Rate):

                  (i) Consolidated EBITDA shall be calculated after giving
         effect, on a pro forma basis for the four consecutive fiscal quarters
         most recently completed, to any asset acquisitions (an "ASSET
         ACQUISITION") occurring during the period commencing on the first day
         of such period to and including the date of determination (herein
         called the "REFERENCE PERIOD"), as if such Asset Acquisition occurred
         on the first day of the Reference Period (an Asset Acquisition includes
         an asset acquisition that gives rise to the need to calculate
         compliance hereunder as a result of a Company incurring or assuming
         Indebtedness in connection with such asset acquisition); and

                  (ii) If, in connection with an Asset Acquisition during any
         Reference Period, any Indebtedness (including Permitted Affiliate
         Subordinated Debt and Loans hereunder) or any

                                       43
<PAGE>   49

         Synthetic Lease is incurred or assumed by the Borrower or any
         Subsidiary, then Consolidated Interest Charges shall be calculated, on
         a pro forma basis for the four quarters most recently completed, as if
         such Indebtedness or Synthetic Lease had been incurred on the first day
         of the Reference Period.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

         8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event
of Default:

         (a) Non-Payment. The Borrower fails to pay (i) when and as required to
be paid herein, any amount of principal of any Loan or (ii) within ten days
after the same becomes due, any interest on any Loan, any commitment or other
fee due hereunder, or any other amount payable hereunder or under any other Loan
Document; or

         (b) Specific Covenants. The Borrower fails to perform or observe any
term, covenant or agreement contained in any of SECTION 6.03(a), 6.12 or 6.13;

         (c) Other Defaults. Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for ten Business Days after the earlier of the date notice
thereof shall have been given to the Borrower by the Administrative Agent or any
Lender or the date the Borrower has knowledge of such failure; or

         (d) Representations and Warranties. Any representation or warranty made
or deemed made by the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material respect when made or deemed made;
or

         (e) Cross-Default. (i) The Borrower or any other Referenced Person (A)
fails to make any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness,
Guaranty Obligation or Synthetic Lease (other than Indebtedness hereunder)
having an aggregate principal amount (or, in the case of a Synthetic Lease,
Attributable Principal) (including undrawn or available amounts and including
amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than (individually or collectively) $15,000,000, or (B)
fails to observe or perform any other agreement or condition relating to any
such Indebtedness, Guaranty Obligation or Synthetic Lease or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event is to cause, or to
permit the holder or holders of such Indebtedness, the lessor under such
Synthetic Lease or the beneficiary or beneficiaries of such Guaranty 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 or Synthetic Lease to be demanded or to become due or to be
repurchased or redeemed (automatically or otherwise) prior to its stated
maturity, or such Guaranty Obligation to become payable or cash collateral in
respect thereof to be demanded; or (ii) (A) there occurs under any Swap Contract
an Early Termination Date (as defined in such Swap Contract) resulting from any
event of default under such Swap Contract as to which the Borrower or any other
Referenced Person is the Defaulting Party (as defined in such Swap Contract) and
the Swap Termination Value owed by the Borrower or any other Referenced Person
as a result thereof is greater than (individually or collectively) $15,000,000,
or (B) there occurs under any Swap Contract an Early Termination Date (as
defined in such

                                       44
<PAGE>   50

Swap Contract) resulting from any Termination Event (as so defined) under such
Swap Contract as to which the Borrower or any other Referenced Person is an
Affected Party (as so defined) and the Swap Termination Value owed by the
Borrower or any other Referenced Person as a result thereof is greater than
(individually or collectively) $15,000,000 and such amount is not paid when due
under such Swap Contract; or

         (f) Insolvency Proceedings, Etc. The Borrower or any other Referenced
Person institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

         (g) Inability to Pay Debts; Attachment. (i) The Borrower or any
Subsidiary becomes unable or admits in writing its inability or fails generally
to pay its debts as they become due, or (ii) any writ or warrant of attachment
or execution or similar process is issued or levied against property which is a
material part of the property of the Borrower and its Subsidiaries taken as a
whole, and is not released, vacated or fully bonded within 45 days after its
issue or levy; or

         (h) Judgments. There is entered against the Borrower or any other
Referenced Person (i) a final judgment or order for the payment of money in an
aggregate amount exceeding (individually or collectively) $15,000,000 (to the
extent not covered by (x) independent third-party insurance as to which the
insurer does not dispute coverage or (y) an Acceptable Indemnity), or (ii) any
non-monetary final judgment that has, or would reasonably be expected to have, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

         (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower or any Subsidiary under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$15,000,000, or (ii) the Borrower or any ERISA Affiliate fails to pay when due,
after the expiration of any applicable grace period, any installment payment
with respect to its withdrawal liability under Section 4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $15,000,000; or

         (j) Invalidity of Loan Documents. Any Loan Document, at any time after
its execution and delivery and for any reason other than the agreement of all
the Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any material respect; or any Loan Party
denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or

         (k) Change of Control. There occurs any Change of Control; or

         (l) Dissolution. Any Loan Party shall dissolve, liquidate, or otherwise
terminate its existence, except as permitted in SECTION 7.04.

                                       45
<PAGE>   51

         8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs,
the Administrative Agent:

         (a) shall, at the request of, or may, with the consent of the Required
Term Lenders, declare the commitment of each Term Loan Lender to make Loans
under the Term Loan Facility to be terminated, whereupon such commitments and
obligation shall be terminated; and shall, at the request of, or may, with the
consent of the Required Revolver Lenders, declare the commitment of each
Revolver Lender to make Loans under the Revolver Facility to be terminated,
whereupon such commitments and obligation shall be terminated;

         (b) shall, at the request of, or may, with the consent of, the Required
Lenders, declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other notice of any kind, all of which are hereby expressly
waived by the Borrower; and

         (c) shall, at the request of, or may, with the consent of, the Required
Lenders, exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of SECTION 8.01, the obligation of each Lender to make Loans shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, in each case without further act of the Administrative Agent or any
Lender.

                                  ARTICLE IX.
                              ADMINISTRATIVE AGENT

         9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. Each Lender
hereby irrevocably (subject to SECTION 9.09) appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, 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. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

         9.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of
its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

                                       46
<PAGE>   52

         9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall
(a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the
transactions contemplated hereby (except for its own gross negligence or willful
misconduct in connection with its duties expressly set forth herein), or (b) be
responsible in any manner to any Lender or participant for any recital,
statement, representation or warranty made by any Loan Party or any officer
thereof, contained herein or in 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 the validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Loan Document, or for any failure
of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant 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 any Loan Party or any Affiliate thereof.

         9.04 RELIANCE BY ADMINISTRATIVE AGENT.

         (a) The Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement 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 counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, 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 or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the Administrative Agent
shall, and in all other instances, the Administrative Agent may, but shall not
be required to, initiate any solicitation for the consent or a vote of the
Lenders.

         (b) For purposes of determining compliance with the conditions to the
initial Borrowing specified in SECTION 4.01, each Lender that has funded its Pro
Rata Share of the Borrowing(s) on the Initial Funding Date shall be deemed to
have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by the Administrative Agent to such Lender for
consent, approval, acceptance or satisfaction, or required hereunder to be
consented to or approved by or acceptable or satisfactory to a Lender.

         9.05 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,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written 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." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
ARTICLE VIII; provided, however,

                                       47
<PAGE>   53

that unless and until the Administrative Agent has received any such direction,
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 or in the best interest of the Lenders.

         9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE
AGENT. Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person 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 investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

         9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and
against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities resulting from such Person's gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Commitments, the
payment of all Obligations hereunder and the resignation or replacement of the
Administrative Agent.

         9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America
and its Affiliates may make loans to, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial
advisory, underwriting or other business with each of the Loan Parties and their

                                       48
<PAGE>   54

respective Affiliates as though Bank of America were not the Administrative
Agent hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect
to its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though
it were not the Administrative Agent, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

         9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Lenders and the
Borrower. If the Administrative Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor administrative agent
for the Lenders which successor administrative agent shall be consented to by
the Borrower at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be unreasonably withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "ADMINISTRATIVE AGENT" shall mean
such successor administrative agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this ARTICLE IX and SECTIONS 10.03 and
10.13 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. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.

         9.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
"syndication agent," as a "documentation agent," any other type of agent (other
than the Administrative Agent), "joint lead arranger," "joint book manager" or
"lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

         10.01 AMENDMENTS, ETC.

         (a) No amendment or waiver of any provision of this Agreement or any
other Loan Document, and no consent to any departure by the Borrower or any
other Loan Party therefrom, shall be effective unless in writing signed by the
Required Lenders and the Borrower or the applicable Loan Party, as the case may
be, and acknowledged by the Administrative Agent, and each such waiver or

                                       49
<PAGE>   55

consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such amendment, waiver or
consent shall, unless in writing and signed by each of the Lenders directly
affected thereby and by the Borrower, and acknowledged by the Administrative
Agent, do any of the following:

                  (i) extend or increase the Commitment of any Lender (or
         reinstate any Commitment terminated pursuant to SECTION 8.02);

                  (ii) postpone any date fixed by this Agreement or any other
         Loan Document for any payment or mandatory prepayment of principal,
         interest, fees or other amounts due to the Lenders (or any of them)
         hereunder or under any other Loan Document;

                  (iii) reduce the principal of, or the rate of interest
         specified herein on, any Loan or (subject to clause (B) of the proviso
         below) any fees or other amounts payable hereunder or under any other
         Loan Document, or change the manner of computation of any financial
         covenant used in determining the Applicable Rate that would result in a
         reduction of any interest rate on any Loan; provided, however, that
         only the consent of the Required Lenders shall be necessary to amend
         the definition of "Default Rate" or to waive any obligation of the
         Borrower to pay interest at the Default Rate; or

                  (iv) amend this Section, or SECTION 2.12, or any provision
         herein providing for unanimous consent or other action by all the
         Lenders;

and, provided further, that (A) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or all the Lenders, as the case may be, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; and
(B) the Agent/Arranger Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, any Lender that has failed to
fund any portion of the Loans required to be funded by it hereunder shall not
have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Pro Rata Share of such Lender may not be increased
without the consent of such Lender.

         (b) Any amendment to any Loan Document which purports to (i) change the
allocation of payments between the Facilities, (ii) decrease the amount of any
mandatory prepayment or commitment reduction required by SECTION 2.04 or (iii)
change this SECTION 10.01(b), must be by an instrument in writing executed by
Borrower, the Administrative Agent and by (A) the Required Term Lenders and (B)
the Required Revolver Lenders.


         10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

         (a) General. Unless otherwise expressly provided herein, all notices
and other communications provided for hereunder and under the other Loan
Documents shall be in writing (including by facsimile transmission) and mailed,
faxed or delivered, to the address, facsimile number or (subject to subsection
(c) below) electronic mail address specified for notices on SCHEDULE 10.02 (for
the Borrower, each Guarantor and the Administrative Agent) or the signature
pages hereto (for the other Lenders); or, in the case of the Borrower, the
Guarantors or the Administrative Agent, to such other address as shall be
designated by such party in a notice to the other parties, and in the case of
any other party, to such other address as shall be designated by such party in a
notice to the Borrower and the Administrative Agent. All such notices and other
communications shall be deemed to be given or made

                                       50
<PAGE>   56

upon the earlier to occur of (i) actual receipt by the intended recipient and
(ii) (A) if delivered by hand or by courier, when signed for by the intended
recipient; (B) if delivered by mail, four Business Days after deposit in the
mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has
been confirmed by telephone; and (D) if delivered by electronic mail (which form
of delivery is subject to the provisions of subsection (c) below), when
delivered; provided, however, that notices and other communications to the
Administrative Agent pursuant to ARTICLE II shall not be effective until
actually received by such Person. Any notice or other communication permitted to
be given, made or confirmed by telephone hereunder shall be given, made or
confirmed by means of a telephone call to the intended recipient at the number
specified on SCHEDULE 10.02 or such Person's signature page, as applicable, it
being understood and agreed that a voicemail message shall in no event be
effective as a notice, communication or confirmation hereunder.

         (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

         (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

         (d) Reliance by Administrative Agent and Lenders. The Administrative
Agent and the Lenders shall be entitled to rely and act upon any notices
(including telephonic Borrowing Notices) purportedly given by or on behalf of
the Borrower even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the
recipient, varied from any confirmation thereof. The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

         10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
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 or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

         10.04 ATTORNEY COSTS; EXPENSES AND TAXES. The Borrower agrees (a) to
pay or reimburse the Administrative Agent for all reasonable costs and expenses
incurred in connection with the preparation, negotiation, syndication,
administration and execution of this Agreement and the other Loan Documents and
any amendment, waiver, consent or other modification of the provisions hereof
and thereof (whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or
reimburse the Administrative Agent and each Lender for all costs and expenses
incurred in

                                       51
<PAGE>   57

connection with the enforcement, attempted enforcement, or preservation of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any workout or restructuring in
respect of the Obligations and during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The
foregoing costs and expenses shall include all other out-of-pocket expenses
incurred by the Administrative Agent and the cost of independent public
accountants and other outside experts retained by the Administrative Agent or
any Lender. The agreements in this Section shall survive the termination of the
Commitments and repayment of all the other Obligations.

         10.05 INDEMNIFICATION. Whether or not the transactions contemplated
hereby are consummated, the Borrower and each Guarantor (by execution of a
Guaranty) agrees to indemnify, save and hold harmless each Agent-Related Person,
each Arranger, each Lender and their respective Affiliates, directors, officers,
employees, counsel, agents and attorneys-in-fact (collectively the
"Indemnitees") from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other
than the Administrative Agent or any Lender) relating directly or indirectly to
a claim, demand, action or cause of action that such Person asserts or may
assert against any Loan Party, any Affiliate of any Loan Party or any of their
respective officers or directors, arising out of or relating to, the Loan
Documents, the Commitments, the use or contemplated use of the proceeds of any
Loans, or the relationship of any Loan Party, the Administrative Agent and the
Lenders under this Agreement or any other Loan Document; (b) any and all claims,
demands, actions or causes of action that may at any time (including at any time
following repayment of the Obligations and the resignation of the Administrative
Agent or the replacement of any Lender) be asserted or imposed against any
Indemnitee, arising out of or relating to, the Loan Documents, the Commitments,
the use or contemplated use of the proceeds of any Loans, or the relationship of
any Loan Party, the Administrative Agent and the Lenders under this Agreement or
any other Loan Document; (c) without limiting the foregoing, any and all claims,
demands, actions or causes of action that are asserted or imposed against any
Indemnitee, (i) under the application of any Environmental Law applicable to the
Borrower or any of its Subsidiaries or any of their properties or assets,
including the treatment or disposal of Hazardous Substances on any of their
properties or assets, (ii) as a result of the breach or non-compliance by the
Borrower or any Subsidiary with any Environmental Law applicable to the Borrower
or any Subsidiary, (iii) due to past ownership by the Borrower or any Subsidiary
of any of their properties or assets or past activity on any of their properties
or assets which, though lawful and fully permissible at the time, could result
in present liability, (iv) due to the presence, use, storage, treatment or
disposal of Hazardous Substances on or under, or the escape, seepage, leakage,
spillage, discharge, emission or release from, any of the properties owned or
operated by the Borrower or any Subsidiary (including any liability asserted or
arising under any Environmental Law), regardless of whether caused by, or within
the control of, the Borrower or such Subsidiary, or (v) due to any other
environmental, health or safety condition in connection with the Loan Documents;
(d) any administrative or investigative proceeding by any Governmental Authority
arising out of or related to a claim, demand, action or cause of action
described in subsection (a), (b) or (c) above; and (e) any and all liabilities
(including liabilities under indemnities), losses, costs or expenses (including
Attorney Costs) that any Indemnitee suffers or incurs as a result of the
assertion of any foregoing claim, demand, action, cause of action or proceeding,
or as a result of the preparation of any defense in connection with any
foregoing claim, demand, action, cause of action or proceeding, in all cases,
WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, and whether or
not an Indemnitee is a party to such claim, demand, action, cause of action or
proceeding (all the foregoing, collectively, the "INDEMNIFIED LIABILITIES");
provided that no Indemnitee shall be entitled to indemnification for any claim
caused by its own gross negligence or willful misconduct. The agreements in this
Section shall survive the termination of the Commitments and repayment of all
the other Obligations.

                                       52
<PAGE>   58

         10.06 PAYMENTS SET ASIDE. To the extent that the Borrower makes a
payment to the Administrative Agent or any Lender, or the Administrative Agent
or any Lender exercises its right of set-off, and such payment or the proceeds
of such set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

         10.07 SUCCESSORS AND ASSIGNS.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrower may not assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of
each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

         (b) Any Lender may assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that
(i) except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) of the assigning Lender subject to each such assignment, determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent, shall not be less than $1,000,000 in the
case of any assignment of a Revolver Commitment and Revolver Principal Debt, or
$5,000,000 in the case of any assignment of any Term Loan Principal Debt, unless
each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent
not to be unreasonably withheld or delayed), (ii) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not prohibit the
assignment of a proportionate part of all the assigning Lender's rights and
obligations in respect of one Facility, and (iii) the parties to each assignment
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500 (such fee
to be paid by the assignor or the assignee, as may be agreed between them). An
assignment need not be ratable as between the Term Loan Facility and the
Revolver Facility. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Acceptance, the Eligible
Assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of

                                       53
<PAGE>   59

SECTIONS 3.07, 10.04 and 10.05). Upon request, the Borrower (at its expense)
shall execute and deliver new or replacement Notes to the assigning Lender and
the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d)
of this Section.

         (c) The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain at the Administrative Agent's Office a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

         (d) Any Lender may, without the consent of, or notice to, the Borrower
or the Administrative Agent, sell participations to one or more banks or other
entities (a "PARTICIPANT") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification that would (i) postpone any date upon which any
payment of money is scheduled to be paid to such Participant, (ii) reduce the
principal, interest, fees or other amounts payable to such Participant, or (iii)
release any Guarantor from the Guaranty. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of SECTIONS 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of SECTION 10.09 as though it were a Lender, provided
such Participant agrees to be subject to SECTION 2.12 as though it were a
Lender.

         (e) A Participant shall not be entitled to receive any greater payment
under SECTION 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of SECTION 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with SECTION 10.15 as though
it were a Lender.

         (f) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

                                       54
<PAGE>   60

         (g) If the consent of the Borrower to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of SECTION 10.07(b)), the Borrower shall be deemed to have
given its consent five Business Days after the date notice thereof has been
delivered by the assigning Lender (through the Administrative Agent) unless such
consent is expressly refused by the Borrower prior to such fifth Business Day.

         10.08 CONFIDENTIALITY. Each Lender agrees that it will not disclose
without the prior consent of the Borrower (other than to directors, officers,
employees, auditors, accountants, counsel or other professional advisors of the
Administrative Agent or any Lender) any information with respect to the Borrower
or its Subsidiaries, which is furnished pursuant to this Agreement and which (i)
the Borrower in good faith considers to be confidential and (ii) is either
clearly marked confidential or is designated by the Borrower to the
Administrative Agent or the Lenders in writing as confidential, provided that
any Lender may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to or required by any municipal, state or
federal regulatory body having or claiming to have jurisdiction over such Lender
or submitted to or required by the Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States of America or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such
Lender, (e) to any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement, provided that such Eligible Assignee or Participant or
prospective Eligible Assignee or Participant executes an agreement containing
provisions substantially similar to those contained in this SECTION 10.08, (f)
in connection with the exercise of any remedy by such Lender following an Event
of Default pertaining to the Loan Documents, (g) in connection with any
litigation involving such Lender pertaining to the Loan Documents, (h) to any
Lender or the Administrative Agent, or (i) to any Affiliate of any Lender (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such information and instructed to keep
such information confidential).

         10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrower or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to the Administrative Agent and the Lenders, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured. Each Lender agrees promptly to
notify the Borrower and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.

         10.10 INTEREST RATE LIMITATION. Regardless of any provision contained
in any Loan Document, neither the Administrative Agent nor any Lender shall ever
be entitled to contract for, charge, take, reserve, receive, or apply, as
interest on all or any part of the Obligations, any amount in excess of the
Maximum Rate, and, if any Lender ever does so, then such excess shall be deemed
a partial prepayment of principal and treated hereunder as such and any
remaining excess shall be refunded to the Borrower. In determining if the
interest paid or payable exceeds the Maximum Rate, the Borrower and

                                       55
<PAGE>   61

the Lenders shall, to the maximum extent permitted under applicable Law, (a)
treat all Borrowings as but a single extension of credit (and the Lenders and
the Borrower agree that such is the case and that provision herein for multiple
Borrowings is for convenience only), (b) characterize any nonprincipal payment
as an expense, fee, or premium rather than as interest, (c) exclude voluntary
prepayments and the effects thereof, and (d) amortize, prorate, allocate, and
spread the total amount of interest throughout the entire contemplated term of
the Obligations. However, if the Obligations are paid and performed in full
prior to the end of the full contemplated term thereof, and if the interest
received for the actual period of existence thereof exceeds the Maximum Amount,
the Lenders shall refund such excess, and, in such event, the Lenders shall not,
to the extent permitted by Law, be subject to any penalties provided by any Laws
for contracting for, charging, taking, reserving, or receiving interest in
excess of the Maximum Amount. If, contrary to the parties' intent expressed in
SECTION 10.16(a), the Laws of the State of Texas are applicable for purposes of
determining the "Maximum Rate" or the "Maximum Amount," then those terms mean
the "weekly ceiling" from time to time in effect under Texas Finance Code
Section 303.305, as amended. The Borrower agrees that Chapter 346 of the Texas
Finance Code, as amended (which regulates certain revolving credit loan accounts
and revolving tri-party accounts), does not apply to the Obligations.

         10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         10.12 INTEGRATION. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Administrative Agent or the
Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the
respective parties thereto and shall be construed neither against nor in favor
of any party, but rather in accordance with the fair meaning thereof.

         10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Borrowing, and shall continue
in full force and effect as long as any Loan or any other Obligation shall
remain unpaid or unsatisfied.

         10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that 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 thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "FOREIGN LENDER") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all

                                       56
<PAGE>   62

payments to be made to such Person by the Borrower pursuant to this Agreement)
or IRS Form W-8ECI or any successor thereto (relating to all payments to be made
to such Person by the Borrower pursuant to this Agreement) or such other
evidence satisfactory to the Borrower and the Administrative Agent that such
Person is entitled to an exemption from, or reduction of, U.S. withholding tax.
Thereafter and from time to time, each such Person shall (a) promptly submit to
the Administrative Agent such additional duly completed and signed copies of one
of such forms (or such successor forms as shall be adopted from time to time by
the relevant United States taxing authorities) as may then be available under
then current United States laws and regulations to avoid, or such evidence as is
satisfactory to the Borrower and the Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of
all payments to be made to such Person by the Borrower pursuant to this
Agreement, (b) promptly notify the Agent of any change in circumstances which
would modify or render invalid any claimed exemption or reduction, and (c) take
such steps as shall not be materially disadvantageous to it, in the reasonable
judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable
Laws that the Borrower make any deduction or withholding for taxes from amounts
payable to such Person. If such Person fails to deliver the above forms or other
documentation, then the Administrative Agent may withhold from any interest
payment to such Person an amount equivalent to the applicable withholding tax
imposed by Sections 1441 and 1442 of the Code, without reduction. If any
Governmental Authority asserts that the Administrative Agent did not properly
withhold any tax or other amount from payments made in respect of such Person,
such Person shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Agent under this Section, and costs and expenses (including
Attorney Costs) of the Administrative Agent. The obligation of the Lenders under
this Section shall survive the payment of all Obligations and the resignation or
replacement of the Administrative Agent.

         10.16 GOVERNING LAW.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, the LAW OF THE STATE OF NEW YORK applicable to agreements made and to be
performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE Agent AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

         (b) EACH COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY
EXECUTION OF A GUARANTY, AGREES AS TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE
Agent AND EACH LENDER (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO, AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT

                                       57
<PAGE>   63

REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE
BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE Agent AND EACH LENDER WAIVES
PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE
BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. THE BORROWER AND EACH
GUARANTOR, BY ITS EXECUTION OF A GUARANTY, AGREES TO DESIGNATE AND MAINTAIN AN
AGENT FOR SERVICE OF PROCESS IN NEW YORK IN CONNECTION WITH ACTIONS AND
PROCEEDINGS UNDER THE LOAN DOCUMENTS AND TO DELIVER TO THE ADMINISTRATIVE AGENT
EVIDENCE THEREOF.

         10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT
AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY EXPRESSLY WAIVES ANY
RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING
UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO
THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO
ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
COMPANIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

         10.18 NO GENERAL PARTNER'S LIABILITY. The Lenders agree for themselves
and their respective successors and assigns, including any subsequent holder of
any Note, that any claim against the Borrower which may arise under any Loan
Document shall be made only against and shall be limited to the assets of the
Borrower and the Guarantors, and that no judgment, order or execution entered in
any suit, action or proceeding, whether legal or equitable, on this Agreement,
such Note or any of the other Loan Documents shall be obtained or enforced
against the General Partner or its assets for the purpose of obtaining
satisfaction and payment of such Note, the Indebtedness evidenced thereby or any
claims arising thereunder or under this Agreement or any other Loan Document,
any right to proceed against the General Partner individually or its respective
assets being hereby expressly waived, renounced and remitted by the Lenders for
themselves and their respective successors and assigns. Nothing in this SECTION
10.18, however, shall be construed so as to prevent the Administrative Agent,
any Lender or any other holder of any Note from commencing any action, suit or
proceeding with respect to or causing legal papers to be served upon the General
Partner for the purpose of obtaining jurisdiction over Borrower.

         10.19 ENTIRE AGREEMENT. This Agreement and the other Loan Documents
represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.

               [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES
                               BEGIN ON NEXT PAGE]

                                       58
<PAGE>   64

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.


                                  WILLIAMS OLP, L.P.

                                  By WILLIAMS GP LLC, its
                                     General Partner


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



                                  BANK OF AMERICA, N.A., as Administrative Agent


                                  By:
                                     Claire M. Liu
                                     Managing Director



                                  BANK OF AMERICA, N.A., as a Lender


                                  By:
                                     Claire M. Liu
                                     Managing Director


                        [THIS IS A SIGNATURE PAGE TO THE
                      WILLIAMS OLP, L.P. CREDIT AGREEMENT]
<PAGE>   65

                                  LEHMAN COMMERCIAL PAPER, INC., as
                                  Syndication Agent and as a Lender


                                  By:
                                     Name:
                                     Title:


                        [THIS IS A SIGNATURE PAGE TO THE
                      WILLIAMS OLP, L.P. CREDIT AGREEMENT]



<PAGE>   66



                                  SUNTRUST BANK, as Documentation Agent and as a
                                  Lender


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


                        [THIS IS A SIGNATURE PAGE TO THE
                      WILLIAMS OLP, L.P. CREDIT AGREEMENT]


<PAGE>   67
                                  SYNDICATED LOAN FUNDING TRUST, as a Lender

                                  By: LEHMAN COMMERCIAL PAPER, INC.
                                      NOT IN ITS INDIVIDUAL CAPACITY
                                      BUT SOLELY AS ASSET MANAGER


                                      By:
                                         ---------------------------------------
                                         Michele Swanson
                                         Authorized Signatory


                        [THIS IS A SIGNATURE PAGE TO THE
                      WILLIAMS OLP, L.P. CREDIT AGREEMENT]
<PAGE>   68

                                     ------------------------------------------,
                                     as a Lender



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


                        [THIS IS A SIGNATURE PAGE TO THE
                      WILLIAMS OLP, L.P. CREDIT AGREEMENT]
<PAGE>   69
                                     ------------------------------------------,
                                     as a Lender


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


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


                        [THIS IS A SIGNATURE PAGE TO THE
                      WILLIAMS OLP, L.P. CREDIT AGREEMENT]
<PAGE>   70

                                                                   SCHEDULE 2.01

                                   COMMITMENTS


<TABLE>
<CAPTION>
  LENDER                      REVOLVING FACILITY                       TERM LOAN FACILITY
                              ------------------                       ------------------
                                                  Working Capital/
              Acquisition Subfacility         Distribution Subfacility
              -----------------------         ------------------------
<S>                                           <C>                      <C>
Bank of America
Lehman Commercial
Paper, Inc.
Syndicated Loan
Funding Trust
Suntrust Bank

       Total:      $40,000,000                      $20,000,000             $90,000,000
</TABLE>

                                       1
<PAGE>   71

                                                                  SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

Part (a).         Subsidiaries as of the Closing Date.

None

Part (b).         Subsidiaries as of the Initial Funding Date:

<TABLE>
<CAPTION>

              Name                        Jurisdiction of Incorporation                   Ownership
              ----                        -----------------------------                   ---------

<S>                                                 <C>                          <C>
Williams Natural Gas Liquids LLC                    Delaware                           Borrower (100%)
         ("WNG LLC")

Williams Terminals Holding L.P.                     Delaware                     Limited Partner: Borrower (99%)
                                                                                 General Partner: WNG LLC (1%)

Williams Terminals Holding L.P.                     Delaware                     Limited Partner: Borrower (99%)
                                                                                 General Partner: WNG LLC (1%)

Williams Pipelines Holdings L.P.                    Delaware                     Limited Partner: Borrower (99%)
                                                                                 General Partner: WNG LLC (1%)
</TABLE>




<PAGE>   72
                                                                  SCHEDULE 10.02

                       ADDRESSES FOR NOTICES TO BORROWER,
                       GUARANTORS AND ADMINISTRATIVE AGENT

ADDRESS FOR NOTICES TO BORROWER

WILLIAMS OLP, L.P.

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

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

---------------------------------------------
Attn:
      ---------------------------------------

      ---------------------------------------
         Telephone:
                     ------------------------
         Facsimile:
                     ------------------------
         Electronic Mail:        @
                         -------  -----------

ADDRESS FOR NOTICES TO GUARANTORS

c/o WILLIAMS OLP, L.P.

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

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

---------------------------------------------
Attn:
      ---------------------------------------

      ---------------------------------------
         Telephone:
                     ------------------------
         Facsimile:
                     ------------------------
         Electronic Mail:        @
                         -------  -----------

ADDRESSES FOR BANK OF AMERICA

Administrative Agent's Office and Bank of America's  Lending Office
-------------------------------------------------------------------
(for payments and Borrowing Notices):
Bank of America, N.A.
901 Main Street, 14th Floor
Dallas, TX  75202
Attention: Ben Cosgrove
Telephone: 214-209-9254
Facsimile: 214-290-9439
Electronic Mail: Ben.Cosgrove@bankofamerica.com
Account No.: 1292000883
Ref: Williams OLP, L.P.
ABA# 111000012






                                       1

<PAGE>   73

Other Notices as Administrative Agent:
--------------------------------------
Bank of America, N.A.
901 Main Street, 14th Floor
Dallas, TX  75202
Attention:  Ben Cosgrove
Telephone:  214-209-9254
Facsimile:  214-290-9439
Electronic Mail: Ben.Cosgrove@bankofamerica.com

Other Notices as a Lender:
--------------------------
Bank of America, N.A.
333 Clay Street, Suite #4550
Houston, TX  77002
Attention:  Claire Liu, Managing Director
Telephone:  713-651-4855
Facsimile:  713-651-4841
Electronic Mail:  Claire.Liu@bankofamerica.com





                                       2